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                                                                    EXHIBIT 99.1



                                VERITAS DGC INC.

                             AUDIT COMMITTEE CHARTER

                          (As Adopted December 3, 2002)


1. PURPOSE

1.1 The Audit Committee is appointed by the Board of Directors of the Company
(the "Board") to assist the Board in fulfilling its oversight responsibilities.

1.2 The Committee's general purposes are to:

         A. Assist the Board with its oversight of (i) the reliability and
         integrity of the Company's financial statements; (ii) the Company's
         compliance with legal and regulatory requirements; (iii) the
         qualifications and independence of the external independent auditors
         ("Independent Auditors"); and (iv) the performance of the Company's
         internal audit function and Independent Auditors; and

         B. Prepare the report that SEC rules require be included in the
         Company's annual proxy statement.


2. MEMBERSHIP

2.1 The Committee will be comprised of not less than three members of the Board.
Audit Committee members and the Audit Committee chairman will be designated by
the full Board upon the recommendation of the Nominating and Corporate
Governance Committee and will serve at the pleasure of the Board.

2.2 All members of the Audit Committee will be financially literate, as such
qualification is interpreted by the Board in its business judgment, and have a
familiarity with basic finance and accounting practices. At least one member of
the Committee will have accounting or related



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financial management expertise, as the Board interprets such qualification in
its business judgment and will be a financial expert as defined in Section
407(a) of the Sarbanes-Oxley Act of 2002 and rules issued thereunder.

2.3 Each member of the Audit Committee will be independent, meaning that no such
member will have any relationship that may interfere with the exercise of his or
her independence from management and the Company. No director will be eligible
to be a member of the Audit Committee unless the Board will have first made an
affirmative determination that such director has no material relationship with
the Company (either directly or indirectly or as a partner, shareholder or
officer of an organization that has a relationship with the Company). In
addition, the following restrictions will apply to each Committee member:

         A. Employees. A director who is an employee (including non-employee
         executive officers) of the Company or any of its Affiliates may not
         serve on the Audit Committee until five years following the termination
         of his or her employment. In the event the employment relationship is
         with a former parent or predecessor of the Company, the director may
         serve on the Audit Committee after five years following the termination
         of the relationship between the Company and the former parent or
         predecessor.

         "Affiliate" includes a subsidiary, sibling company, predecessor, parent
         company, or former parent company.

         B. Independent Auditors. A director who is, or in the past five years
         has been, affiliated with or employed by a present or former auditor of
         the Company or of an Affiliate may not serve on the Audit Committee
         until five years after the end of either the affiliation or the
         auditing relationship.

         C. Business Relationship. A director (i) who is a partner, controlling
         shareholder, or executive officer of an organization that has a
         business relationship with the Company, or (ii) who has a direct
         business relationship with the Company (e.g., a consultant) may serve
         on the Audit Committee only if the Company's Board determines in its
         business



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         judgment that the relationship does not interfere with the director's
         exercise of independent judgment. In making a determination regarding
         the independence of a director pursuant to this paragraph, the Board
         will consider, among other things, the materiality of the relationship
         to the Company, to the director, and, if applicable, to the
         organization with which the director is affiliated.

         "Business relationships" can include commercial, industrial, banking,
         consulting, legal, accounting and other relationships. A director can
         have this relationship directly with the Company, or the director can
         be a partner, officer or employee of an organization that has such a
         relationship. The director may serve on the Audit Committee without the
         above-referenced Board determination after three years following the
         termination of, as applicable, either (1) the relationship between the
         organization with which the director is affiliated and the Company, (2)
         the relationship between the director and his or her partnership
         status, shareholder interest or executive officer position, or (3) the
         direct business relationship between the director and the Company.

         "Officer" will have the meaning specified in Rule 16a-l(f) under the
         Securities Exchange Act of 1934 or any successor rule.

         D. Cross Compensation Committee Link. A director may not serve on the
         Audit Committee if he or she is or has been, within the past five
         years, part of an interlocking directorate in which an executive
         officer of the Company serves on the compensation committee of another
         company that employs that director.

         E. Immediate Family. A director may not serve on the Audit Committee if
         he or she is an Immediate Family member of an individual who would be
         disqualified from serving as a member of the Audit Committee under
         paragraphs (a) through (d) above.

         "Immediate Family" includes a person's spouse, parents, children,
         siblings, mothers-in-law and fathers-in-law, sons and daughters-in-law,
         brothers and sisters-in-law, and anyone (other than employees) who
         shares such person's home.


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      F. Payment of Fees. The Company will not pay to any member of the Audit
      Committee any consulting, advisory or other compensatory fees, other
      than fees paid to such member in his or her capacity as a member of the
      Audit Committee, the Board or any other Board committee.


3. COMMITTEE MEETINGS

3.1 The Audit Committee will hold regular meetings at least once each fiscal
quarter.

3.2 In addition to regular meetings, the Audit Committee will hold such special
meetings as the Chairman of the Audit Committee may call. The Chairman will call
a special meeting if requested to do so by the Company's senior internal auditor
or the Independent Auditors.

3.3 A quorum of the Audit Committee will consist of at least two members.


4. INDEPENDENT AUDITORS AND INTERNAL AUDITORS

4.1 The Audit Committee has the ultimate authority and responsibility to select,
evaluate, and, where appropriate, replace the Independent Auditors.

4.2 The Audit Committee will:

      A. Require the Independent Auditors to submit to it on a periodic basis,
      not less than annually, a formal written statement delineating all
      relationships between the Independent Auditors and the Company;

      B. Actively engage in a dialogue with the Independent Auditors with
      respect to any disclosed relationships or services that may impact the
      objectivity and independence of the Independent Auditors and recommend
      that the Board take appropriate action in response to the Independent
      Auditors' report to satisfy itself of the Independent Auditors'
      independence;


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         C. Review the performance of the Independent Auditors and internal
         auditors and make recommendations to the Board regarding the
         appointment or termination of the Independent Auditors and internal
         auditors;

         D. Obtain and review, at least annually, a report by the Independent
         Auditors describing: the firm's internal quality-control procedures;
         and any material issues raised by the most recent internal
         quality-control review, or peer review, of the firm, or by any inquiry
         or investigation by governmental or professional authorities, within
         the preceding five years, respecting one or more independent audits
         carried out by the firm, and any steps taken to deal with any such
         issues;

         E. Confer with the Independent Auditors concerning the scope of their
         examinations of the books and records of the Company and its
         subsidiaries;

         F. Review and approve the Independent Auditors' annual engagement
         letter and approve the Independent Auditors fees for the audit
         services;

         G. Review and approve the Company's internal audit plans and reports,
         annual audit plans and budgets;

         H. Direct the special attention of the internal auditors and the
         Independent Auditors to specific matters or areas deemed by the
         Committee, the internal auditors or the Independent Auditors to be of
         special significance;

         I. Review with the Independent Auditors any audit problems or
         difficulties with management's response;

         J. Authorize the internal auditors or the Independent Auditors to
         perform such supplemental reviews or audits as the Committee may deem
         appropriate;


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      K. Review and approve in advance the range and cost of any non-audit
      services performed by the Independent Auditors; provided, however, that in
      no event will the Independent Auditors be allowed to perform any services
      which are prohibited by Section 10A of the Securities Exchange Act of
      1934, 15 U.S.C. Section 78j-1; and

      L. Set clear hiring policies for employees or former employees of the
      Independent Auditors.


5. INTERNAL CONTROLS

5.1 The Audit Committee will:

      A. Review with management, the Independent Auditors and internal auditors
      significant risks and exposures, audit activities and significant audit
      findings;

      B. Through the internal audit process and the Independent Auditors, review
      the adequacy of the Company's systems of internal control; and,

      C. Obtain from the Independent Auditors and internal auditors their
      recommendations regarding internal controls and other matters relating
      to the accounting procedures and the books and records of the Company and
      its subsidiaries and review corrective actions taken with regard to
      controls deemed to be deficient.

6. FINANCIAL STATEMENTS AND DISCLOSURE

6.1 The Audit Committee will:

      A. Discuss the annual audited financial statements and quarterly financial
      statements with management and the Independent Auditors, including the
      Company's disclosures under "Management's Discussion and Analysis of
      Financial Condition and Results of




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         Operations," before such statements are filed with the SEC and provided
         to shareholders; and

         B. Discuss earnings press releases, as well as financial information
         and earnings guidance provided to analysts and rating agencies, before
         such information is released.

7. OTHER

7.1 The Audit Committee will:

         A. Establish or oversee the establishment of procedures for (i) the
         receipt, retention, and treatment of complaints received by the Company
         regarding accounting, internal accounting controls, or auditing
         matters; and (ii) the confidential, anonymous submission by employees
         of the Company of concerns regarding questionable accounting or
         auditing matters;

         B. Engage and obtain advice and assistance from independent counsel and
         other advisors, as the Audit Committee deems necessary to carry out its
         duties;

         C. Conduct or authorize investigations into any matters within the
         Audit Committee's scope of responsibilities and retain independent
         counsel, accountants, or others to assist it in the conduct of any such
         investigation;

         D. Obtain sufficient funds from the Company for payment of compensation
         to (i) the Independent Auditors; and (ii) any independent advisors
         employed by the Audit Committee;

         E. Report regularly to the Board and provide an independent, direct
         communication between the Board, internal auditors and Independent
         Auditors;

         F. Maintain minutes or other records of meetings and activities of the
         Audit Committee;



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         G. Discuss policies with respect to assessment and management of
         financial risk;

         H. Consider such other matters in relation to the financial affairs of
         the Company and its accounts, and in relation to the internal and
         external audit of the Company as the Audit Committee may, in its
         discretion, determine to be appropriate; and

         I. Meet separately at least once each quarter with the director of
         internal audit or his or her equivalent or the managing partner of the
         accounting firm retained by the Audit Committee to conduct internal
         audits, the Independent Auditors, and management to discuss any matters
         that the Audit Committee or these groups believe should be discussed
         privately with the Audit Committee.


8. ANNUAL REVIEWS

8.1 The Audit Committee will review and reassess the adequacy of the Audit
Committee Charter at least annually and make appropriate recommendations to the
Board.

8.2 At least annually, the Audit Committee will evaluate its performance over
the previous year.


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