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|Audit Committee Charter Quicklinks|
|Composition and Meetings|
|Responsibilities and Duties|
|I. Audit Committee Purpose|
The Audit Committee (the “Committee”) is appointed by the Board of Directors (the “Board”) of Chinos Holdings, Inc., Chinos Intermediate Holdings A, Inc., Chinos Intermediate Holdings B, Inc., Chinos Intermediate, Inc. and J. Crew Group, Inc. (each, a “Company” and collectively the “Companies”), in accordance with the terms of the Amended and Restated Principal Investors Stockholders Agreement, dated as of July 13, 2017, by and among each Company and certain stockholders party thereto (the “ Amended PI Stockholders Agreement”), to assist the Board in fulfilling its oversight responsibilities relating to corporate accounting and reporting practices and the quality and integrity of the financial statements of each Company. The Committee’s primary duties and responsibilities are to:
While the Committee has the responsibilities and powers set forth in this Charter, it is not the duty of the Committee to plan or conduct audits or to determine that the Company's financial statements are presented in accordance with generally accepted accounting principles and its disclosures are complete and accurate. These are the responsibilities of the independent auditors and management.
The Committee has the authority to conduct any investigation appropriate to fulfilling its responsibilities, and it has direct access to the independent auditors and internal auditors, as well as any other individual in each Company. The Committee has the sole and direct authority to select, retain, terminate, and approve the fees and other retention terms of independent legal, accounting, or other consultants it deems necessary or appropriate in the performance of its duties without seeking approval of the Board or the management. The Companies will provide appropriate funding for that purpose and for ordinary administrative expenses as determined by the Committee.
|II. Audit Committee Composition and Meetings|
Subject to the terms and provisions of the Amended PI Stockholders Agreement, the Committee shall be comprised of one or more directors, as determined by the Board. . All members of the Committee shall have a basic understanding of finance and accounting and be able to read and understand fundamental financial statements.
Subject to the terms and provisions of the Amended PI Stockholders Agreement, Committee members shall be appointed by the Board on an annual basis; members shall serve until their successors shall be duly elected and qualified. If an Committee Chair is not designated or present, the members of the Committee may designate a Chair by vote of the majority voting power of the Committee membership.
The Committee shall meet at least four times annually or more frequently as circumstances dictate. The Committee Chair shall prepare and/or approve an agenda in advance of each meeting. In addition, the Committee, or its Chair, shall communicate with management and the independent auditors quarterly to review the Companies’ financial statements and significant findings based upon the auditors’ limited review procedures. In planning the annual schedule of meetings, the Committee shall ensure that sufficient opportunities exist for its members to meet separately with the independent auditors and/or the internal audit function, without management present; to meet separately with management, without the independent auditors and/or the internal audit function present; and to meet in private with only the Committee members present.
|III. Audit Committee Responsibilities and Duties|
Internal Audit and Legal Functions:
Other Committee Responsibilities