Not-For-Profit Corporation

ยง 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.

  (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.