**Exhibit 3.6**

 

**AUDIT COMMITTEE CHARTER**

 

**Adopted by Resolution of the Board ofDirectors of DTS, Inc.February 23, 2006**

 

# **I.**              Purpose

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Theprimary function of the Audit Committee (the “Committee”) of the Board ofDirectors (the “Board”) of DTS, Inc. (the “Company”) is to oversee: theaccounting and financial reporting processes and the integrity of the Company’sfinancial statements; the annual audit of the financial statements, includingthe qualifications, independence and performance of the independent accountants;the effectiveness of the Company’s system of internal controls over financialreporting; and the Company’s tax, legal, regulatory and ethical compliance. TheCommittee shall also review and approve related-party transactions (as definedby applicable law, including Securities and Exchange Commission (SEC) andNasdaq rules).

 

TheCommittee shall also perform the other specific responsibilities assigned to itin this Charter or by the Board.

 

Managementof the Company is responsible for financial reporting, accounting integrity,and the preparation of the financial statements of the Company in conformitywith accounting principles generally accepted in the United States of Americaappropriate in the circumstances and necessarily including some amounts basedon management’s estimates and judgments. The independent accountants areresponsible for expressing an opinion on the conformity of the financialstatements, in all material respects, with accounting principles generallyaccepted in the United States of America. Nothing in this charter shall beinterpreted as making the Committee or any member of the Committee responsiblefor the financial statements of the Company or the audit of the financialstatements of the Company.

 

# **II.**            Composition

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TheCommittee shall be composed of three or more directors, as determined by theBoard, each of whom shall be “independent,” as that term is defined in Section10A(m) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),and the Rules and Regulations (the “Regulations”) of the Securities andExchange Commission (the “Commission”) under the Exchange Act, shall not own orcontrol 20% or more of the Company’s voting securities, and shall meet theindependence and financial literacy requirements of Nasdaq. At least one memberof the Committee shall be a “financial expert,” as that term is defined in theRegulations, and shall have past employment experience in finance oraccounting, requisite professional certification in accounting, or any othercomparable experience or background which results in the individual’s financialsophistication, including being or having been a chief executive officer, chieffinancial officer or other senior officer with financial oversightresponsibilities.

 

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# **III.**           Meetings

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TheCommittee shall meet at least quarterly, or more frequently as circumstancesdictate. The Committee has the right to set its own agenda. The quarterlymeetings shall include separate executive sessions with management, theindependent accountants and the internal auditors to discuss matters that anyof them or the Committee believes could significantly affect the financialstatements and should be discussed privately. The Committee shall maintainminutes of each meeting, shall report on a regular basis its activities to theBoard and shall make such recommendations to the Board, as it deemsappropriate.

 

# **IV.**           Responsibilities

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TheCommittee is charged by the Board with the responsibility to:

 

### 1.     Appoint and provide for the compensation of a “registeredpublic accounting firm” (as that term is defined in Section 2(a) of theSarbanes-Oxley Act of 2002) to serve as the Company’s independent auditor,oversee the work of the independent auditor (including resolution of anydisagreements between management and the independent auditor regardingfinancial reporting), evaluate the performance of the independent auditor and,if so determined by the Committee, replace the independent auditor; it beingacknowledged that the independent auditor is ultimately accountable to theBoard and the Committee, as representatives of the stockholders.

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### 2.     Ensure the receipt of, and evaluate the writtendisclosures and the letter that the independent auditor submits to theCommittee regarding the auditor’s independence in accordance with IndependenceStandards Board Standard No. 1, discuss such reports with the auditor, overseethe independence of the independent auditor and, if so determined by theCommittee in response to such reports, take appropriate action to addressissues raised by such evaluation.

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### 3.     Discuss with the independent auditor the mattersrequired to be discussed by SAS 61, as it may be modified or supplemented.

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### 4.     Instruct management, the independent auditor and theinternal auditor to advise the Committee if there are any subjects that requirespecial attention or if any significant deficiencies or material weaknesses tothe system of internal control over financial reporting are identified. Reviewwith management and the independent auditor any material changes to the systemof internal control over financial reporting.

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### 5.     Instruct the independent auditor to report to theCommittee on all critical accounting policies of the Company, all alternativetreatments of financial information within generally accepted accountingprinciples that have been discussed with management, ramifications of the useof such alternative disclosures and treatments and the treatment preferred bythe auditors, and other material written communication between the auditors andmanagement.

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### 6.     Meet with management and the independent auditor,together and separately, to discuss 

 

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### the annual financial statements and the report of theindependent auditor thereon, and to discuss significant issues encountered inthe course of the audit work, including: restrictions on the scope ofactivities; access to required information; the adequacy of internal controls,including any special steps adopted in light of any significant deficiencies ormaterial weaknesses in the design or operation of internal control overfinancial reporting identified during the course of the annual audit, and theadequacy of disclosures about changes in internal control over financialreporting; the adequacy of the disclosure of off-balance sheet transactions,arrangements, obligations and relationships in reports filed with theCommission; and the appropriateness of the presentation of any pro formafinancial information or non-GAAP financial measures included in any reportfiled with the Commission or in any public disclosure or release.

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### 7.     Review and discuss with management and the independentauditor management’s report on internal control over financial reporting, andthe independent auditor’s audit of the effectiveness of the Company’s internalcontrol over financial reporting and its attestation report, prior to thefiling of the Form 10-K.

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### 8.     Review the management letter delivered by theindependent auditor in connection with the audit.

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### 9.     Following such review and discussions, if sodetermined by the Committee, recommend to the Board that the annual financialstatements be included in the Company’s annual report.

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### 10.   Meet quarterly with management and the independentauditor to discuss the quarterly financial statements prior to the filing ofthe Form 10-Q; provided that this responsibility may be delegated to a memberof the Committee that is a financial expert.

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### 11.   Meet at least once each year in separate executivesessions with management, the internal auditor and the independent auditor todiscuss matters that any of them or the Committee believes could significantlyaffect the financial statements and should be discussed privately.

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### 12.   Have such direct and indirect interaction withmanagement, including the Company’s chief financial officer and chiefaccounting officer, the independent auditor and the internal auditor as theCommittee deems appropriate to discuss, among other things, the concept anddesign of the Company’s information and reporting systems and the stepsmanagement has taken to address significant issues concerning those matters,and significant financial risk exposures facing the Company and the stepsmanagement has taken to monitor and control such exposures.

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### 13.   Review significant changes to the Company’s accountingprinciples and practices proposed by the independent auditor, the internalauditor or management.

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### 14.   Review the scope and results of internal audits.

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### 15.   Evaluate the performance of the internal auditor and,if so determined by the Committee, recommend replacement of the internalauditor.

 

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### 16.   Obtain and review periodic reports on the internalauditor’s significant recommendations to management and management’s responses.

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### 17.   Conduct or authorize such inquiries into matterswithin the Committee’s scope of responsibility as the Committee deemsappropriate.

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### 18.   Provide minutes of Committee meetings to the Board,and report to the Board on any significant matters arising from the Committee’swork.

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### 19.   At least annually, evaluate the performance of theCommittee, review and reassess this Charter and, if appropriate, recommendchanges to the Board.

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### 20.   Prepare the Committee report required by theRegulations to be included in the Company’s annual proxy statement.

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### 21.   Establish a procedure for receipt, retention andtreatment of any complaints received by the Company about its accounting,internal accounting controls or auditing matters and for the confidential andanonymous submission by employees of concerns regarding questionable accountingor auditing matters.

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### 22.   Approve, in advance of their performance, allprofessional services to be provided to the Company by its independent auditor,provided that the Committee shall not approve any non-audit services proscribedby Section 10A(g) of the Exchange Act in the absence of an applicable exemption.The Committee may delegate to a designated member or members of the Committeethe authority to approve such services so long as any such approvals aredisclosed to the full Committee at its next scheduled meeting.

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### 23.   Review and approve, where appropriate, allrelated-party transactions.

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# **V.**            Authority

# ** **

Byadopting this Charter, the Board delegates to the Committee full and exclusiveauthority to:

 

### 1.     Perform each of the responsibilities of the Committeedescribed above.

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### 2.     Appoint a chair of the Committee, unless a chair isdesignated by the Board.

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### 3.     Engage independent counsel and other advisers as theCommittee determines necessary to carry out its responsibilities.

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### 4.     Cause the officers of the corporation to provide suchfunding as the Committee shall determine to be appropriate for payment ofcompensation to the Company’s independent auditor and any legal counsel orother advisers engaged by the Committee, and payment of ordinary administrativeexpenses of the Committee that are necessary or appropriate in carrying out itsduties.

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### 5.     Obtain advice and assistance from internal legal orother advisors.

 

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