BY AU SECTION 380), AS IT MAY
BE MODIFIED OR SUPPLEMENTED;
(II)
TO ESTABLISH PROCEDURES FOR THE RECEIPT,
RETENTION AND TREATMENT OF COMPLAINTS RECEIVED BY CHIRON REGARDING ACCOUNTING,
INTERNAL ACCOUNTING CONTROLS OR AUDITING MATTERS, AND FOR THE CONFIDENTIAL,
ANONYMOUS SUBMISSION BY COMPANY EMPLOYEES OF CONCERNS REGARDING QUESTIONABLE
ACCOUNTING OR AUDITING MATTERS;
(III)
TO ESTABLISH HIRING POLICIES FOR EMPLOYEES
OR FORMER EMPLOYEES OF THE INDEPENDENT AUDITORS IN ACCORDANCE WITH APPLICABLE
LAW, RULES AND REGULATIONS;
(IV)
TO MEET WITH MANAGEMENT, THE INDEPENDENT
AUDITORS AND, IF APPROPRIATE, THE DIRECTOR OF THE INTERNAL AUDITING DEPARTMENT:
(A) TO DISCUSS THE SCOPE OF THE ANNUAL AUDIT; (B) TO REVIEW AND DISCUSS CHIRON'S
ANNUAL AUDITED FINANCIAL STATEMENTS AND QUARTERLY FINANCIAL STATEMENTS,
INCLUDING THE SPECIFIC DISCLOSURES UNDER "MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS"; (C) TO DISCUSS ANY
DIFFICULTIES THE INDEPENDENT AUDITORS ENCOUNTERED IN THE COURSE OF THE AUDIT,
INCLUDING ANY RESTRICTIONS ON THEIR ACTIVITIES OR ACCESS TO REQUESTED
A2
INFORMATION AND ANY SIGNIFICANT DISAGREEMENTS WITH MANAGEMENT; AND (D) TO
DISCUSS, AS APPROPRIATE (1) ANY MAJOR ISSUES REGARDING ACCOUNTING PRINCIPLES AND
FINANCIAL STATEMENT PRESENTATIONS, INCLUDING ANY SIGNIFICANT CHANGES IN CHIRON'S
SELECTION OR APPLICATION OF ACCOUNTING PRINCIPLES, AND MAJOR ISSUES AS TO THE
ADEQUACY OF CHIRON'S INTERNAL CONTROLS AND ANY SPECIAL AUDIT STEPS ADOPTED IN
LIGHT OF MATERIAL CONTROL DEFICIENCIES, (2) ANALYSES PREPARED BY MANAGEMENT
AND/OR THE INDEPENDENT AUDITORS SETTING FORTH SIGNIFICANT FINANCIAL REPORTING
ISSUES AND JUDGMENTS MADE IN CONNECTION WITH THE PREPARATION OF THE FINANCIAL
STATEMENTS, INCLUDING ANALYSES OF THE EFFECTS OF ALTERNATIVE GAAP METHODS ON THE
FINANCIAL STATEMENTS, AND (3) THE EFFECT OF REGULATORY AND ACCOUNTING
INITIATIVES, AS WELL AS OFF-BALANCE SHEET STRUCTURES, ON THE FINANCIAL
STATEMENTS OF CHIRON;
(V)
TO DISCUSS GUIDELINES AND POLICIES GOVERNING
THE PROCESS BY WHICH SENIOR MANAGEMENT OF CHIRON AND THE RELEVANT DEPARTMENTS OF
CHIRON ASSESS AND MANAGE CHIRON'S EXPOSURE TO RISK, AND TO DISCUSS CHIRON'S
MAJOR FINANCIAL RISK EXPOSURES AND THE STEPS MANAGEMENT HAS TAKEN TO MONITOR AND
CONTROL SUCH EXPOSURES; AND
(VI)
TO OVERSEE THE INTERNAL AUDIT FUNCTION, TO
REVIEW AND APPROVE THE APPOINTMENT OR CHANGE IN THE DIRECTOR OF THE INTERNAL
AUDITING DEPARTMENT AND TO MEET WITH THE DIRECTOR OF THE INTERNAL AUDITING
DEPARTMENT IN EXECUTIVE SESSION.
3.
WITH RESPECT TO REPORTING AND
RECOMMENDATIONS,
(I)
TO DISCUSS AND REVIEW THE TYPE AND
PRESENTATION OF INFORMATION TO BE INCLUDED IN EARNINGS PRESS RELEASES;
(II)
TO DISCUSS THE TYPES OF FINANCIAL
INFORMATION AND EARNINGS GUIDANCE PROVIDED, AND THE TYPES OF PRESENTATIONS MADE,
TO ANALYSTS AND RATING AGENCIES;
(III)
TO REVIEW AND ASSESS THE ADEQUACY OF THIS
CHARTER AT LEAST ANNUALLY;
(IV)
TO PREPARE THE REPORT FOR INCLUSION IN
CHIRON'S ANNUAL PROXY STATEMENT IN ACCORDANCE WITH SEC RULES, AND INCLUDE A COPY
OF THE COMMITTEE CHARTER AS AN APPENDIX TO THE ANNUAL PROXY STATEMENT AT LEAST
ONCE EVERY THREE YEARS; AND
(V)
TO REVIEW RELATED PARTY TRANSACTIONS FOR
POTENTIAL CONFLICT OF INTEREST SITUATIONS, AND TO APPROVE ALL SUCH TRANSACTIONS,
UNLESS SUCH TRANSACTIONS HAVE BEEN REVIEWED AND APPROVED BY ANOTHER INDEPENDENT
BODY OF THE BOARD. FOR PURPOSES HEREOF,