AUDIT COMMITTEE CHARTER

Purpose

The purpose of the Audit Committee (the “Committee”) is to assure that the Board fulfills its responsibilities for the Authority’s internal and external audit process, the financial reporting process, and the system of internal controls over financial reporting.

Composition

The Committee will consist of four independent members designated by the Chair of the Board.  The Chair of the Committee shall be appointed by the Chair of the Board.  The Chair of the Board may appoint himself or herself to serve as a voting member of the Committee but shall not be permitted to serve as Chair of the Committee.  Each Member shall possess the necessary skills to understand the duties and functions of the Committee and at least one member shall qualify as a financial expert.   Each voting member of the Audit Committee shall be an independent member as that term is defined in subdivision two of section 2825 of the Public Authorities Law.

Committee members shall serve until successors shall be duly designated by the Chair of the Board.

Meetings

The Committee will meet at least twice a year.  The Committee shall meet at least annually in a separate meeting with the Authority’s independent auditor.

Authority

The Committee has the authority to:

• Seek any information it requires from staff, all of whom are directed by the Board to cooperate with the Committee’s requests;
• Meet with Authority staff, independent auditors or outside counsel, as necessary; and
• Retain, at the Authority’s expense, persons having special competencies, including, without limitation, legal, accounting or other consultants and experts, to assist the committee in fulfilling its responsibilities.

The Board shall ensure that the audit committee has sufficient resources to carry out its duties and responsibilities.

Responsibilities

The Committee shall be primarily responsible for:

1. Reviewing and approving the Authority’s annual financial statements;
2. Recommending the appointment, dismissal and compensation of any independent auditor employed by the Authority;
3. Confirming and assuring the independence of the Authority’s independent auditor;
4. Approving non-audit services that may be provided by the Authority’s independent auditor;
5. Overseeing the work of such independent auditor, including the resolution of disagreements with respect to, and overseeing compliance with accounting policies and principles;
6. The appointment, dismissal and compensation of the Director of Internal Audit;
7. Reviewing and overseeing the Authority’s internal audit function and the Authority’s compliance with the requirements of Title 8 of Article 9 of the Public Authorities Law;
8. Overseeing the Authority’s systems over internal controls and risk assessment, including information technology security and control;
9. Establishing procedures for the receipt, retention and treatment of complaints received by the Authority regarding accounting, internal controls or auditing matters, including confidential, anonymous submission by employees of the Authority of concerns regarding questionable accounting or auditing matters; and
10. Reviewing on an annual basis and making such recommendations as the Committee deems necessary with respect to the Authority’s comprehensive Investment Policy and Guidelines adopted pursuant to section 2925 of the Public Authorities Law.

Reporting Responsibilities

The Committee shall:

• Report on its proceedings at the next full meeting of the Board;
• Provide an open avenue of communication between internal audit, the independent auditors, the Board and staff; and
• Provide an annual report to the Board describing the fulfillment of the responsibilities outlined herein.

Other Responsibilities

The Committee shall:

• Perform other activities related to this charter as requested by the Board; and
• Conduct an annual review and assessment of the adequacy of the Audit Committee charter.

Dormitory Authority Meeting - June 23, 2010

RESOLUTION OF THE MEMBERS OF THE BOARD OF THE DORMITORY AUTHORITY OF THE STATE OF NEW YORK AMENDING THE AUDIT COMMITTEE CHARTER

WHEREAS, on October 27, 2004, the Members of the Board of the Dormitory Authority of the State of New York approved the Audit Committee Charter and on February 25, 2009, the Board amended the Audit Charter; and

WHEREAS, the Audit Committee of the Dormitory Authority has, in accordance with the provisions of the Audit Committee Charter, reviewed and assessed the adequacy of the Audit Committee Charter and recommended that certain provisions of the Audit Committee Charter be amended.

NOW, THEREFORE, BE IT RESOLVED by the Members of the Board of the Dormitory Authority that:

1.  The Audit Committee Charter is hereby amended and approved in the form annexed hereto.
2. This Resolution shall take effect immediately.