How to draft an audit committee charter

The proposed New York Stock Exchange corporate governance rules submitted to the SEC in August of 2002 and the Sarbanes-Oxley Act impose new requirements and obligations on audit committees. While most of these requirements will not become effective until 2003 and are subject to change through the SEC approval and rule-making processes, many companies are reviewing their audit committee charters to consider what changes may be required. Eric Robinson and Laura McIntosh of Wachtell, Lipton, Rosen & Katz in New York provide a model charter and explain some of its key elements.