2023 New York Laws › NPC - Not-For-Profit Corporation › Article 7 - Directors and Officers › 712-A - Audit Oversight.

§ 712-a. Audit oversight.
(a)  The board, or a designated audit committee of the board comprised
solely of independent directors, of any corporation required to file  an
independent certified public accountant's audit report with the attorney
general pursuant to subdivision one of section one hundred seventy-two-b
of  the  executive  law  shall  oversee  the  accounting  and  financial
reporting  processes  of  the  corporation  and   the   audit   of   the
corporation's  financial  statements.  The  board  or  designated  audit
committee shall annually retain or renew the retention of an independent
auditor to conduct the audit and, upon completion  thereof,  review  the
results  of  the  audit  and  any  related  management  letter  with the
independent auditor.
(b) The board, or a designated audit committee of the board  comprised
solely  of independent directors, of any corporation required to file an
independent certified public accountant's audit report with the attorney
general pursuant to subdivision one of section one hundred seventy-two-b
of the executive law and that in the prior fiscal year  had  or  in  the
current  fiscal year reasonably expects to have annual revenue in excess
of one million dollars shall, in addition to those duties set  forth  in
paragraph (a) of this section:
(1)  review with the independent auditor the scope and planning of the
audit prior to the audit's commencement;
(2) upon  completion  of  the  audit,  review  and  discuss  with  the
independent  auditor:  (A) any material risks and weaknesses in internal
controls identified by the auditor; (B) any restrictions on the scope of
the auditor's activities or access to  requested  information;  (C)  any
significant  disagreements  between  the auditor and management; and (D)
the adequacy of the corporation's  accounting  and  financial  reporting
processes;
(3)   annually  consider  the  performance  and  independence  of  the
independent auditor; and
(4) if the duties required by this section are performed by  an  audit
committee, report on the committee's activities to the board.
(d)  If  a  corporation controls a group of corporations, the board or
designated audit committee of the board of the  controlling  corporation
may  perform  the duties required by this section for one or more of the
controlled corporations and, if independent  directors,  directors  from
one  or more of such controlled corporations may serve on any designated
audit committee of  the  board  of  such  controlling  corporation,  and
perform the duties required by this section for each corporation and any
controlled corporations.
(e)  Only  independent  directors  may  participate  in  any  board or
committee deliberations or voting relating to matters set forth in  this
section,  provided  that  nothing  in  this paragraph shall prohibit the
board or designated audit committee from requesting that a  person  with
an  interest  in  the matter present information as background or answer
questions at a committee or board meeting prior to the  commencement  of
deliberations or voting relating thereto.
(f)  Any corporation that is a state authority or a local authority as
defined in section two of  the  public  authorities  law  and  that  has
complied  substantially  with  sections  twenty-eight  hundred  two  and
twenty-eight  hundred  twenty-four  of  such  law  shall  be  deemed  in
compliance with this section.