MARRIOTT VACATIONS WORLDWIDE CORPORATION
AUDIT COMMITTEE CHARTER
I.

Composition and Term of Office
The Audit Committee (the “Committee”) shall consist of at least three members of theBoard of Directors (the “Board”) of Marriott Vacations Worldwide Corporation (the“Company”), each of whom shall be an “independent” director. For purposes hereof, an“independent” director is a director who meets the New York Stock Exchange (the“NYSE”) standards of independence for directors and audit committee members, as
determined by the Board.
Each member of the Committee shall be financially literate, as determined by the Board.
In addition, at least one member of the Committee must also be an “audit committee
financial expert” as determined by the Board in accordance with the rules of the U.S.
Securities and Exchange Commission (the “SEC”). Members of the Committee shallnot serve on more than a total of three audit committees of public companies.
The members of the Committee and its Chair are appointed by the Board upon therecommendation of the Nominating and Corporate Governance Committee and serve
until their successors are appointed and qualified or until their earlier resignation or
removal. Any member of the Committee may be removed by the Board in its discretion.
The Chief Audit Executive or his or her designee shall serve as Committee Secretary.

II.

Meetings and OperationsA.

The Committee shall hold at least four regular meetings each year and such
additional meetings as the Committee Chair may deem necessary or appropriate.
Meetings may be held at such times and places as the Committee or the Committee
Chair determines. Minutes of each Committee meeting shall be made available to
the Board, and the Committee Chair will report to the Board on matters discussed
at the most recent Committee meeting. A majority of the members of theCommittee will constitute a quorum. The Committee shall have the authority todelegate any of its responsibilities to subcommittees as the Committee may deem
appropriate.

B.

To provide access to the Committee for the internal auditors, independent
auditors, and key financial management, the Committee will request theattendance at its regular meetings or otherwise of the Chief Audit Executive andsuch other members of the Company’s management as circumstances may
require.

C.

The Committee will meet separately, periodically, in executive session
exclusively with each of management, the Chief Audit Executive, the GeneralCounsel and the Principal Independent Auditor (defined below) and, at theCommittee’s discretion, exclusively with its own members. Annually, theCommittee shall meet with representatives of the Disclosure Committee or more
frequently at their discretion.
III.

PurposeThe purpose of the Committee is to represent and assist the Board in overseeing: (i) the
accounting, reporting, financial, and cybersecurity practices of the Company and its
subsidiaries, including the integrity of the Company’s financial statements; (ii) the
Company’s internal control environment and compliance with legal and regulatory
requirements; (iii) the independent auditors’ qualifications and independence; and (iv)the performance of the Company’s internal audit function and the independent auditor.
In addition, the Committee will oversee preparation of the report from the Committee
required by SEC rules to be included in the Company’s annual proxy statement.

IV.

Duties and Responsibilities
Consistent with and subject to applicable law and rules or listing standards promulgatedby the SEC, NYSE, or other applicable regulatory authority, the Committee shall havethe following specific duties and responsibilities.
A.

Relationship with Independent Auditors
1.

The Committee will appoint (and seek ratification by the Company’s
shareholders), retain, oversee and determine the compensation of theregistered public accounting firm employed by the Company for the
purposes of preparing or issuing the audit report or related work as filedwith the SEC (the “Principal Independent Auditor”), and the Principal
Independent Auditor shall report directly to the Committee. The
Committee has sole authority to approve all terms and fees associatedwith any audit engagement of the Principal Independent Auditor.

2.

The Committee will review, at least annually, a report describing thePrincipal Independent Auditor’s internal quality control procedures andany material issues raised by the most recent internal quality control
review, or peer review, or by any inquiry or investigation by
governmental or professional authorities, within the preceding five (5)years regarding an audit carried out by the Principal Independent Auditor,
and any steps taken to address such issues.

3.

The Committee will approve in advance all audit and permissible nonaudit services to be provided by the Principal Independent Auditor. The
Committee may establish policies and procedures for the engagement of
the Principal Independent Auditor and the Committee’s pre-approval of
audit and permissible non-audit services to be performed by the Principal
Independent Auditor.

4.

The Company from time to time engages other registered public
accounting firms to provide services to the Company. The Committee2may establish policies and procedures for the engagement of these firms
and the Committee’s approval of audit and permissible non-audit services
to be performed by such firms.
5.

B.

C.

The Committee will, at least annually, (i) consider the independence of
the Principal Independent Auditor and whether the performance ofpermissible non-audit services is compatible with its independence, (ii)review a report by the Principal Independent Auditor describing any
relationships between it or its affiliates, and the Company or any persons
in financial reporting oversight roles at the Company, that may
reasonably be thought to bear on the independence of the Principal
Independent Auditor, and (iii) discuss with the Principal Independent
Auditor the potential effects of any such relationships on independence.

Relationship with the Chief Audit Executive
1.

The Chief Audit Executive will have a direct reporting line to theCommittee to communicate any findings or concerns relative tomanagement activities, financial reporting risks, or found discrepancies.
The Committee will communicate and interact directly with the Chief
Audit Executive, including in executive sessions and between Audit
Committee meetings as appropriate.

2.

The Committee will review and approve the Internal Audit Department’s
charter, budget, annual plan, all major changes to the plan, and theresources required to achieve plan objectives. During the year, theCommittee will review and discuss with the Chief Audit Executive thescope, progress, and results of executing the internal audit plan, including
findings and periodic follow-up reports.

3.

The Committee will review, at least annually, with management and theChief Audit Executive the capabilities, competency, activities, staffing,and organizational structure of the Internal Audit Department. It will
periodically verify that the administrative reporting relationshipcontinues to be consistent with the independence of the Internal Audit
Department and whether there are inappropriate scope or resource
limitations.

4.

The Committee will (i) approve the appointment or removal of the Chief
Audit Executive, (ii) meet with appropriate management personnel todiscuss the annual performance of the Chief Audit Executive, and (iii)
approve the proposed compensation of the Chief Audit Executive
established using processes established by the Compensation Policy
Committee.

Financial Reporting

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D.

E.

1.

The Committee will meet to review and discuss with senior management
and the Principal Independent Auditor the Company’s annual audited andquarterly financial statements, including the Company’s specificdisclosures under “Management’s Discussion and Analysis of Financial
Condition and Results of Operations.”

2.

The Committee will review with senior management and the Principal
Independent Auditor the Company’s earnings press releases prior to the
public release of those results, as well as financial information andearnings guidance provided to analysts, and, from time to time,
management will provide the Committee with an overview of theinformation presented, or to be presented, to rating agencies.

3.

The Committee will review and discuss with the Principal Independent
Auditor the matters required to be communicated with the Committee by
the Principal Independent Auditor under Auditing Standard No. 1301, or
under any other applicable Audit Standards, as adopted by the PublicCompany Accounting Oversight Board and amended from time to time,
including any problems or difficulties encountered during the audit andmanagement’s response.

4.

The Committee will recommend to the Board whether the financial
statements should be included in the Annual Report on Form 10-K.

5.

The Committee will meet regularly with in-house counsel to discuss legal
matters that may have a material impact on the financial statements. The
Committee may meet with outside counsel as the Committee deems
appropriate.

6.

The Committee will oversee preparation of an Audit Committee Reportfor inclusion in the Company’s annual proxy statement as required by
SEC rules.

Risk Assessment and Control Environment
1.

The Committee will periodically review and discuss the Company’sbusiness and financial risk management and risk assessment policies andprocedures with senior management, the Principal Independent Auditor,
and the Chief Audit Executive.

2.

The Committee will periodically review and discuss with management
the Company’s major risks related to accounting, reporting, financial
practices, internal controls, and cybersecurity.

Internal Controls and Disclosure Controls and Procedures
The Committee will periodically review and discuss with senior management,
the Chief Audit Executive and the Principal Independent Auditor the adequacy4and effectiveness of the Company’s internal control environment, including any
significant deficiencies or material weaknesses and any significant changes ininternal controls reported to the Committee by the Principal Independent Auditor
or management. The Committee will also review the annual report of the
Principal Independent Auditor on the Company’s internal controls over financial
reporting. In connection with this review, the Committee will obtain and discuss:

F.

1.

Reports from the Chief Executive Officer, the Chief Financial Officer,
and the Principal Independent Auditor on any significant deficiencies inthe design or operation of internal controls with the identification of any
material weakness;

2.

Any fraud or other irregularity (whether or not material) that involves
management or other employees who have a significant role in the
Company’s internal control environment; and3.

Management’s evaluations of the adequacy and effectiveness of theCompany’s internal controls over financial reporting and disclosure
controls and procedures, including the annual report of management oninternal control over financial reporting.

Compliance
The Committee will oversee the Company’s compliance systems with respect tolegal and regulatory requirements and oversee the Company’s compliancepolicies and its programs to monitor compliance with these policies. In thisregard, the Committee will:1.

At least annually review with management, the General Counsel, and theChief Audit Executive the implementation and effectiveness of theCompany’s programs to promote compliance with its Business Conduct
Guide; each of the General Counsel and the Chief Audit Executive will
have the authority to communicate directly to the Committee, promptly,
about actual and alleged violations of law or the Company’s BusinessConduct Guide, including any matters involving criminal or potential
criminal conduct.

2.

Establish and oversee procedures for the oversight and reporting to theCommittee of the receipt, retention, treatment, and closure of complaints
concerning (i) accounting, internal accounting controls, auditing orfederal securities law matters; and (ii) the confidential, anonymous
submission by employees of concerns regarding questionable accounting,internal controls, auditing or federal securities law matters.

3.

Discuss with management the filing of suspicious activity reports ascontemplated by the Company’s U.S. Bank Secrecy Act/Anti-Money
Laundering Program.

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G.

Hiring Employees of Independent Auditors
The Committee will establish policies for the hiring of employees and former
employees of the Principal Independent Auditor.

H.

Corporate Responsibility Reporting
The Committee oversees the Company’s corporate responsibility reporting andinternal controls and disclosure procedures concerning corporate responsibility
matters. In connection with this oversight responsibility, the Committee will:I.

1.

Review and discuss the Company’s process and procedures related tocorporate responsibility reporting.

2.

At least annually review and discuss with management the Company’s
internal controls and disclosure procedures concerning corporate
responsibility matters and compliance with relevant legal and regulatory
requirements.

3.

Review and discuss with management the Company’s public disclosuresconcerning corporate responsibility matters in the Company’s SEC filings,
and any other significant reports published by the Company on its
corporate responsibility practices.

Derivatives
The Committee will, at least annually, review and approve, on behalf of theCompany and its applicable subsidiaries, the Company’s decision to enter into
swaps and other derivative transactions that are exempt from mandatory exchange
execution and clearing pursuant to the Commodity Exchange Act and “end-user
exception” regulations established by the Commodity Futures Trading
Commission (as applicable), and review and discuss with management applicableCompany policies governing the Company’s use of swaps subject to the end-user
exception.

J.

Investigations
The Committee may investigate suspected improprieties on any material matter,using Advisors (defined below) when necessary or appropriate.

K.

Related Party Transactions
The Committee will oversee the disclosure of related party transactions requiredby applicable accounting standards.

L.

Annual Review of Charter; Annual Evaluation

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The Committee will at least annually review and assess the adequacy of thisCharter as part of its continuing commitment to the integrity and importance of thefinancial reporting process and in light of changes in law, rule, regulation or bestpractice. The Committee will submit proposed Charter revisions to the Board forapproval. In addition, the Committee will at least annually evaluate its own
performance.
V.

Retention and Oversight of Outside Advisors
The Committee shall have the sole authority, in its sole discretion and without further
action of the Board, to retain for its own account and service, or obtain the advice of, any
external advisors, attorneys, consultants, and accountants (collectively, “Advisors”) it
deems necessary or appropriate to carry out the Committee’s duties. The Committee
will be directly responsible for the appointment, compensation, and oversight of the workof any Advisors retained by the Committee. The Company will adequately fund thecosts and expenses, as determined by the Committee, of any Advisors retained by theCommittee and the Committee’s ordinary administrative expenses that are necessary or
appropriate in carrying out the Committee’s duties. The Committee has the power toinvestigate any matter brought to its attention within the scope of the Committee’s
responsibilities, with full access to all Company books, records, facilities and employees.
Effective date: November 7, 2011
As amended December 5, 2011
As amended December 7, 2012
As amended December 6, 2013
As amended December 5, 2014
As amended September 10, 2015
As amended September 9, 2016
As amended May 11, 2017
As amended September 7, 2017
As amended September 6, 2018
As amended September 5, 2019
As amended September 10, 2020
As amended December 9, 2021
As amended September 9, 2022
As amended February 16, 20247