CA Pub Util Code Section 170018

(a)

The audit committee formed pursuant to subdivision (e) of Section 170013 shall be a standing committee of the board of directors. Each member of the committee shall be a voting member. The public members shall be appointed by the board of directors for staggered three-year terms.

(b)

The board of directors shall select the three public members from among the following categories of persons, with no more than one appointee from each category at any one time:

(1)

A professional with experience in the field of public finance and budgeting.

(2)

An architect or civil engineer licensed to practice in this state.

(3)

A professional with experience in the field of real estate or land economics.

(4)

A person with experience in managing construction of large-scale public works projects.

(5)

A person with public or private sector executive level decisionmaking experience.

(6)

A person who resides within the airport influence area of the San Diego International Airport (Lindbergh Field).

(7)

A person with experience in environmental justice as it pertains to land use.

(c)

The board of directors may appoint other persons to serve as nonvoting, noncompensated, ex officio members on the Audit Committee.

(d)

In appointing the public members of the Audit Committee, the board of directors shall provide for selection policies, appointment procedures, conflict-of-interest policies, length-of-term policies, and policies for providing compensation, if any.

(e)

The Audit Committee shall serve as a guardian of the public trust, acting independently and charged with oversight responsibilities for reviewing the authority’s internal controls, financial reporting obligations, operating efficiencies, ethical behavior, and regular attention to cashflows, capital expenditures, regulatory compliance, and operations.

(f)

The Audit Committee shall meet a minimum of four times per year and shall, at a minimum, do all the following:

(1)

Regularly review the authority’s accounting, audit, and performance monitoring processes.

(2)

At the time of contract renewal, recommend to the appropriate committee and the board of directors its nomination for an external auditor and the compensation of that auditor, and consider at least every three years, whether there should be a rotation of the audit firm or the lead audit partner to ensure continuing auditor independence.

(3)

Advise the appropriate committee and the board of directors regarding the selection of the auditor.

(4)

Be responsible for oversight and monitoring of internal and external audit functions, and monitoring performance of, and internal compliance with, authority policies and procedures.

(5)

Be responsible for overseeing the annual audit by the external auditors and any internal audits.

(6)

Make recommendations to the full board regarding paragraphs (1) to (5), inclusive.

(g)

An affirmative vote by at least five members of the Audit Committee shall be required for approval of the annual internal and external audits, including performance monitoring, the auditor’s annual audit plan for each fiscal year submitted to the board for approval, and actions recommending or approving debt financing for the authority.