§ 150.470 - Who directs the conduct of the audit?

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Your fiduciary audit committee directs the conduct of the audit. Your fiduciary audit committee may consist of a committee of your directors or an audit committee of an affiliate. There are two restrictions on who may serve on the committee:

Your officers and officers of an affiliate who participate significantly in administering your fiduciary activities may not serve on the audit committee.

A majority of the members of the audit committee may not serve on any committee to which the board of directors has delegated power to manage and control your fiduciary activities.