ASPEN TECHNOLOGY, INC.
AUDIT COMMITTEE
POLICIES AND PRACTICES
I. POLICIES
A. Hiring Employees and Former Employees of the
Company's Independent Auditor. As contemplated by the
Audit Committee Charter, the Audit Committee has adopted the
following policies regarding the hiring of employees or former
employees of the Company's independent auditor:
- The Company will not hire any person who (a) is or was employed
by the Company's current outside auditor and (b) who participated
in any capacity in the audit of the Company during the one-year
period preceding the date of the initiation of the most recent
audit:
(i) as chief executive officer, controller, chief financial
officer, chief accounting officer, or any other equivalent
position, unless, in connection with such employment, the Audit
Committee determines to engage a new outside audit firm;
(ii) to a Director level position in the Company's finance
department or into another Director level position involving
financial reporting, unless the Audit Committee is given prior
notification of the Company's plans to hire such person; or
(iii) to a position in the Company's internal audit group.
B.Policy For Raising and Investigating
Complaints or Concerns About Accounting or Auditing
Matters. As contemplated by the Audit Committee Charter,
the Audit Committee has established the following procedures
for:
- the receipt, retention and treatment of complaints received by
the Company regarding accounting, internal accounting controls or
auditing matters; and
- the confidential, anonymous submission by employees of the
Company of concerns regarding questionable accounting or auditing
matters.
- Policy Objectives
(a) The objective of this policy is to provide a mechanism by
which complaints and concerns regarding accounting, internal
accounting controls or auditing matters may be raised and addressed
without the fear or threat of retaliation.
(b) The Company desires and expects that its employees, directors,
officers, contractors, sub-contractors, customers and creditors,
and others doing business with it, will report any complaints or
concerns they may have regarding accounting, internal accounting
controls or auditing matters.
- Procedures for Raising Complaints and Concerns
(a) Persons with complaints regarding accounting, internal
accounting controls or auditing matters or concerns regarding
questionable accounting or auditing matters may submit such
complaints or concerns to the attention of Company's Chief
Executive Officer, Chief Financial Officer or General Counsel using
any of the following procedures:
(i) By sending a letter or other writing to the Company's
principal executive offices;
(ii) By telephone, using a toll-free telephone number;
(iii) By e-mail.
(b) Complaints and concerns may be made anonymously to any of the
above individuals.
- Procedures for Investigating and Resolving Complaints and
Concerns
(a) All complaints and concerns received will be forwarded to the
Audit Committee of the Board of Directors, unless they are
determined to be without merit by both the General Counsel and
Chief Financial Officer of the Company. In any event, a record of
all complaints and concerns received will be provided to the Audit
Committee each fiscal quarter.
(b) The Audit Committee will evaluate any complaints or concerns
received (including those reported to the committee on a quarterly
basis and which the General Counsel and CFO have previously
determined to be without merit). If the Audit Committee requires
additional information to evaluate any complaint or concern, it may
conduct an investigation, including interviews of persons believed
to have relevant information. The Audit Committee may, in its
discretion, assume responsibility for directing or conducting any
investigation or may delegate such responsibility to another person
or entity.
(c) After its evaluation of the complaint or concern, the Audit
Committee will authorize such follow-up actions, if any, as deemed
necessary and appropriate to address the substance of the complaint
or concern. The Company reserves the right to take whatever action
it believes appropriate, up to and including discharge of any
employee deemed to have engaged in improper conduct.
(d) Regardless of whether a complaint or concern is submitted
anonymously, the Company will strive to keep all complaints and
concerns and the identity of those who submit them and participate
in any investigation as confidential as possible, limiting
disclosure to those with a business need to know.
(e) The Company will not penalize or retaliate against any person
or entity for reporting a complaint or concern, unless it is
determined that the complaint or concern was made with knowledge
that it was false. The Company will not tolerate retaliation
against any person or entity for submitting, or for cooperating in
the investigation of, a complaint or concern). Moreover, any such
retaliation is unlawful and may result in criminal action. Any
retaliation will warrant disciplinary action against the offending
party, up to and including termination of employment.
(f) The Company shall retain records of all complaints and
concerns received, and the disposition thereof, for five
years. - Education of Employees Regarding Procedures
The Company shall reflect this policy as part of the Company's
Code of Business Conduct and Ethics.
C. Procedure for pre-approving non-audit fees.
The Company shall not engage its auditor to perform any non-audit
service unless the service is approved in advance by the Audit
Committee or by the Chairman of the Audit Committee. Any action by
the Chairman of the Audit Committee to pre-approve a non-audit
service shall be presented to the full Audit Committee at the next
following meeting of the full Audit Committee. No pre-approval
shall be required, however, with respect to the provision of a
non-audit service if:
(a) the aggregate amount of all such non-audit services provided
to the Company constitutes not more than 5% of the total amount of
revenues provided by the Company to the auditor during the fiscal
year in which the non-audit services are provided;
(b) such services were not recognized by the Company at the time
of the engagement to be non-audit services; and
(c) such services are promptly brought to the attention of the
Audit Committee and approved prior to the completion of the audit
by the Audit Committee or the Chairman of the Audit Committee.