Effective September 2021
CHARTER OF THE AUDIT COMMITTEE
OF THE BOARD OF DIRECTORS OFZSCALER, INC.
PURPOSEThe purpose of the Audit Committee is to assist the Board of Directors (the “Board”) of Zscaler, Inc. (the“Company”) in fulfilling its responsibilities for overseeing:•The Company’s accounting and financial reporting processes and internal control over financial
reporting as applicable, as well as the audit and integrity of the Company’s financial statements.

•The qualifications, independence and performance of the Company’s registered public accounting
firm (the “independent auditor”).

•

The performance of the Company’s internal audit function, as required by applicable rules.

•The Company’s compliance with applicable law (including U.S. federal securities laws and otherlegal and regulatory requirements).

•Risk assessment and risk management.

•The preparation of the report of the Audit Committee required by the rules of the Securities andExchange Commission (the “SEC”).

•Review and investigate other matters within the scope of the Audit Committee’s duties, asdeemed necessary by the Board from time to time.

COMPOSITION
1.

Membership and Appointment. The Audit Committee will consist of at least three members of theBoard. Members of the Audit Committee will be appointed by the Board upon the recommendation ofthe Nominating and Corporate Governance Committee and may be removed by the Board in its
discretion.

2.

Qualifications. Members of the Audit Committee must meet the following criteria as well as any
additional criteria required by applicable law or the rules and regulations of the SEC or the NASDAQ
Global Market and such other qualification as are established by the Board from time to time;
provided, however, that the Company may avail itself of any phase-in rules or interpretations
applicable to newly-listed companies in connection with an initial public offering:•Each member of the Audit Committee will meet the independence standards established by
the SEC and the NASDAQ Global Market, and the determination of independence will bemade by the Board.

•Each member of the Audit Committee must be able to read and understand fundamental
financial statements and otherwise must comply with all financial-literacy requirementsof the NASDAQ Global Market.

•At least one member of the Audit Committee will be an “audit committee financial expert,” asdetermined by the Board in accordance with SEC rules.

•At least one member of the Audit Committee must have accounting or related financial
management expertise, as determined by the Board. A person who satisfies the definition of“audit committee financial expert” will also be presumed to have the requisite accounting orrelated financial management expertise.

•No member of the Audit Committee shall have participated in the preparation of the financial
statements of the Company in the past three years.

No member of the Audit Committee may simultaneously serve on the audit committees of more than three (3)public companies (including the Company), unless the Board determines that such simultaneous service
would not impair the ability of such member to effectively serve on the Audit Committee and the Company
discloses such determination in its annual proxy statement.
3.

Chairperson. The Board may designate a chairperson of the Audit Committee. In the absence of thatdesignation, the Audit Committee may designate a chairperson by majority vote of the Audit
Committee members.

RESPONSIBILITIESThe following are the principal recurring responsibilities of the Audit Committee. The Audit Committee may
perform such other functions as are consistent with its purpose and applicable law, rules and regulations or as
the Board may request.
1.

Select, Appoint and Oversee the Independent Auditor. The Audit Committee will be directly
responsible for appointing, compensating, retaining, overseeing and evaluating an independent
registered public accounting firm to act as the Company’s independent auditor and, whereappropriate, replacing the independent auditor. The independent auditor will report directly to theAudit Committee. The Audit Committee has sole authority to approve the hiring and discharging of
the independent auditor, all audit engagement fees and terms and all permissible non-audit
engagements with the independent auditor. The Audit Committee will also appoint, retain,compensate, oversee and, where appropriate, replace any other registered public accounting firm
engaged for the purpose of preparing or issuing an audit report or performing other audit, review orattest services for the Company.

2.

Supervise and Evaluate the Independent Auditor. The Audit Committee will:•Oversee and, at least annually, evaluate the work of the independent auditor or any otherregistered public accounting firm engaged for the purpose of preparing or issuing an audit
report or performing other audit, review or attestation services for the Company, which
evaluation will include a review and evaluation of the lead partner of the independent auditor.
The Audit Committee will review, in consultation with the independent auditor, the annual
audit plan and scope of audit activities and monitor such plan’s progress.

•Review and resolve any disagreements that may arise between management and theindependent auditor regarding internal control over financial reporting or financial reporting.

•At least annually, obtain and review a report by the independent auditor that describes (i) theindependent auditor’s internal quality control procedures, and (ii) any material issues raised-2-

by the most recent internal quality-control review, or peer review, of the independent auditor
or by any inquiry or investigation by governmental or professional authorities, within thepreceding five years, regarding any independent audit performed by the independent auditor,
and any steps taken to deal with any such issues.
3.

Evaluate the Independence of the Independent Auditor. The Audit Committee will:•Ensure that the Audit Committee annually receives from the independent auditor the written
independence disclosures required by the applicable requirements of the Public Company
Accounting Oversight Board or other regulatory body.

•Engage in dialogue with the independent auditor at least annually with respect to any
relationships or services (including permissible non-audit services) that may affect its
objectivity and independence.

•Oversee the rotation of the independent auditor’s lead audit and concurring partners and therotation of other audit partners, with applicable time-out periods, in accordance withapplicable law.

•Take appropriate action to oversee and ensure the independence of the independent auditor.

4.

Approve Audit and Non-Audit Services and Fees. The Audit Committee will (i) review and approve,in advance, the scope and plans for the audits and the audit fees and (ii) approve in advance (or, wherepermitted under the rules and regulations of the SEC, subsequently) all non-audit and tax services to beperformed by the independent auditor that are not otherwise prohibited by law or regulations and any
associated fees. The Audit Committee may delegate to the chairperson (who may further delegate toone or more members of the Audit Committee) the authority to pre-approve audit and permissible nonaudit services and any associated fees, as long as such pre-approval is presented to the full Audit
Committee at its next scheduled meeting. The Audit Committee or one or more members to whichauthority is delegated will also approve all audit and permitted non-audit and tax services that may beprovided by other registered public accounting firms. The Audit Committee may, in accordance withapplicable law, establish pre-approval policies and procedures for the engagement of independentaccountants and any other registered public accounting firm to render services to the Company.

5.

Review Financial Statements. The Audit Committee will review and discuss the following withmanagement, the internal auditors, if applicable, and the independent auditor, as applicable:•The scope and timing of the annual audit of the Company’s financial statements.

•The Company’s annual audited and quarterly unaudited financial statements and annual andquarterly reports on Form 10-K and 10-Q, including the disclosures in “Management’sDiscussion and Analysis of Financial Condition and Results of Operations”, and recommend
to the Board whether the audited financial statements and “Management’s Discussion andAnalysis of Financial Condition and Results of Operations” should be included in theCompany’s Form 10-K.

•The results of the independent audit and the quarterly reviews of the Company’s financial
statements, and the independent auditor’s opinion on the annual financial statements.

•The reports and certifications regarding internal control over financial reporting anddisclosure controls and procedures.

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•Major issues regarding accounting principles and financial statement presentation, including
any significant changes in the Company’s selection or application of accounting principles.

•Analyses prepared by management or the independent auditor setting forth significant
financial reporting issues and judgments made in connection with the preparation of thefinancial statements, including analyses of the effects of alternative GAAP methods on thefinancial statements.

•The effect of regulatory and accounting initiatives, as well as off-balance sheet structures, on
the Company’s financial statements.

•Any significant changes required or taken in the audit plan as a result of any material control
deficiency.

•Any problems or difficulties the independent auditor encountered in the course of its audit
work, including any restrictions on the scope of the auditor’s activities or on access torequested information, and management’s response.

•Any significant disagreements between management and the independent auditor.

Reports and Communications from the Independent Auditor. The Audit Committee will review anddiscuss reports from the independent auditor concerning the following:•

Critical accounting policies and practices to be used by the Company.

•Alternative treatments of financial information within GAAP that the auditor has discussedwith management, ramifications of the use of these alternative disclosures and treatments, andthe treatment preferred by the independent auditor if different from that used by management.

•Any material written communications between the independent auditor and management,such as any management letter or schedule of unadjusted differences.

•Any matters required to be communicated to the Audit Committee under generally accepted
auditing standards and other legal or regulatory requirements.

7.

Audit Committee Report. The Audit Committee will prepare the report of the Audit Committee thatSEC rules require to be included in the Company’s annual proxy statement.

8.

Earnings Press Releases and Earnings Guidance. The Audit Committee will review, in general,
earnings press releases, and review and discuss with management and the independent auditors
policies with respect to earnings press releases (with particular attention to any use of “pro forma” or“adjusted” non-GAAP information), financial information and earnings guidance provided to thepublic, analysts and ratings agencies.

9.

Internal Controls. The Audit Committee will review and discuss with management, the internalauditors and the independent auditor the quality, adequacy and effectiveness of the Company’sinternal controls, including:•any changes, significant deficiencies or material weaknesses in those controls reported by theindependent auditor, the internal auditors, if applicable, or management and any special audit
steps adopted in light of any material control deficiencies.

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any fraud, whether or not material, that involves management or other Company employees
who have a significant role in the Company’s internal controls.

•the Company’s disclosure controls and procedures, as well as the quarterly assessments ofsuch controls and procedures by the Chief Executive Officer and Chief Financial Officer.

10.

Disclosure Controls and Procedures. The Audit Committee will review and discuss the adequacy andeffectiveness of the Company’s disclosure controls and procedures.

11.

Internal Audit. The Audit Committee will review with the independent auditor a discussion ofmanagement's plans with respect to the responsibilities, budget and staffing of the internal audit
function and the Company's plans for the implementation of the internal audit function.

12.

Legal and Regulatory Compliance. The Audit Committee will:•Review and discuss with management, the internal auditors and the independent auditor (i) theoverall adequacy and effectiveness of the Company’s legal, regulatory and ethical complianceprograms, including the Company’s Code of Conduct, compliance with anti-bribery and anticorruption laws and regulations, and compliance with export control regulations and (ii) reports
regarding compliance with applicable laws, regulations and internal compliance programs.

•Discuss with management and the independent auditor any correspondence with regulators orgovernmental agencies and any published reports that raise material issues regarding theCompany’s financial statements or accounting policies.

•Discuss with the Company’s Chief Legal Officer any legal matters that may have a material
impact on the financial statements or the Company’s compliance procedures.

13.

Complaints. The Audit Committee will establish and oversee procedures for the receipt, retention andtreatment of complaints on accounting, internal accounting controls or audit matters, as well as forconfidential and anonymous submissions by the Company’s employees concerning questionableaccounting or auditing matters.

14.

Risk Assessment and Risk Management. The Audit Committee will review and discuss withmanagement, the internal auditors and the independent auditor the Company’s major financial risk
exposures, privacy risks and cybersecurity threats. The Audit Committee will review the steps
management has taken to monitor and control those exposures, including the Company’s guidelines
and policies with respect to risk assessment and risk management.

15.

Related Party Transactions. The Audit Committee will review and oversee all transactions between
the Company and a related person (as defined in Item 404 of Regulation S-K), in accordance with theCompany’s policies and procedures.

16.

Hiring of Auditor Personnel. The Audit Committee will set hiring policies with regard to employees
and former employees of the independent auditor and oversee compliance with such policies.

17.

Committee Charter Review. The Audit Committee will review and reassess the adequacy of this charter
annually and will submit any recommended changes to the charter to the Board for approval.

18.

Performance Review. The Audit Committee will review and assess the performance of the Audit
Committee on an annual basis.

-5-The function of the Audit Committee is primarily one of oversight. The Company’s management is
responsible for preparing the Company’s financial statements, and the independent auditor is responsible forauditing and reviewing those financial statements. The Audit Committee is responsible for assisting the Board inoverseeing the conduct of these activities by management and the independent auditor. The Audit Committee is
not responsible for providing any expert or special assurance as to the financial statements or other financial
information provided by the Company to its stockholders or others or as to the independent auditor’s work. Itis recognized that the members of the Audit Committee are not full-time employees of the Company, that it is
not the duty or responsibility of the Audit Committee or its members to conduct “field work” or other types ofauditing or accounting reviews or procedures or to set auditor independence standards, and that each member ofthe Audit Committee will be entitled to rely on (i) the integrity of those persons and organizations within andoutside the Company from which the Audit Committee receives information and (ii) the accuracy of thefinancial and other information provided to the Audit Committee, in either instance absent actual knowledge tothe contrary.
MEETINGS AND PROCEDURES
1.

2.

Meetings.
•The Audit Committee will meet at least once each fiscal quarter at such times and places as
the Audit Committee determines. The chairperson of the Audit Committee will preside ateach meeting. The chairperson will approve the agenda for the Audit Committee’s meetings
and any member may suggest items for consideration. If a chairperson is not designated orpresent, an acting chair may be designated by the Audit Committee members present. TheAudit Committee may act by unanimous written consent (which may include electronicconsent) in lieu of a meeting in accordance with the Company’s bylaws.

•Formal action taken by the Audit Committee will be by the affirmative vote of at least amajority of the members present at a meeting at which a quorum is present or by unanimous
written consent (which may include electronic consent). In accordance with the Company’sbylaws, a quorum will consist of at least a majority of the members of the Audit Committee.

•The Audit Committee will maintain written minutes of its meetings and actions by writtenconsent, which minutes and actions will be filed with the minutes of the meetings of the Board.

•The Audit Committee will meet periodically with members of management as deemed
appropriate, the head of the internal audit department (when appointed) and the independent
auditor in separate executive sessions. Each regularly scheduled meeting of the Audit
Committee will conclude with an executive session of the Audit Committee absent membersof management.

•The Audit Committee may invite to its meetings any director, officer or employee of theCompany and such other persons as it deems appropriate in order to carry out its
responsibilities.

Reporting to the Board of Directors. The Audit Committee will report regularly to the Board withrespect to the Audit Committee’s activities and recommendations, including any significant issues
that arise with respect to the quality or integrity of the Company’s financial statements, theCompany’s compliance with legal or regulatory requirements, the performance of the internal audit
function when required and the performance and independence of the Company’s independent
auditor, as applicable.

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Authority to Retain Advisors. The Audit Committee will have the authority to engage independent
counsel or other advisors as it deems necessary or appropriate to carry out its duties. The Audit
Committee will set the compensation, and oversee the work of, any independent counsel or otheradvisors retained by it. The Company will provide appropriate funding, as determined by the Audit
Committee, to pay the independent auditor, any other registered public accounting firm and any
independent counsel and any other outside advisors hired by the Audit Committee and any
administrative expenses of the Audit Committee that are necessary or appropriate in carrying out its
activities.

4.

Subcommittees. The Audit Committee may form subcommittees for any purpose that the Audit
Committee deems appropriate and may delegate to such subcommittees such power and authority as theAudit Committee deems appropriate. If designated, each such subcommittee will establish its own
schedule and maintain written minutes of its meetings, which minutes will be filed with the minutes ofthe meetings of the Board. The Audit Committee will not delegate to a subcommittee any power orauthority required by law, regulation or listing standard to be exercised by the Audit Committee as awhole.

5.

Access. The Audit Committee will be given full access to the chairperson of the Board, management,
the independent auditor and the internal auditors, as well as the Company’s books, records, facilities
and other personnel.

6.

Compensation. Members of the Audit Committee will receive such fees, if any for their service as
Audit Committee members as may be determined by the Board in its sole discretion. Members of theAudit Committee may not receive any compensation from the Company except the fees that theyreceive for service as a member of the Board or any committee thereof.

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