CHARTER FOR THE AUDIT COMMITTEE
OF THE BOARD OF DIRECTORS
ALIGN TECHNOLOGY, INC.
(revised February 2014)
The purpose of the Audit Committee of the Board of Directors of Align Technology, Inc. (the "Company") shall be to:
- Oversee the accounting and financial reporting processes of the Company and audits of the financial statements of the Company;
- Assist the Board in oversight and monitoring of (i) the integrity of the Company's financial statements, (ii) the Company's compliance with legal and regulatory requirements, (iii) the independent auditor's qualifications, independence and performance, and (iv) the Company's internal accounting and financial controls, including its internal audit department;
- Prepare the report that the rules of the Securities and Exchange Commission (the "SEC") require be included in the Company's annual proxy statement;
- Provide the Company's Board with the results of its monitoring and recommendations derived therefrom; and
- Provide to the Board such additional information and materials as it may deem necessary to make the Board aware of significant financial matters that require the attention of the Board.
In addition, the Audit Committee will undertake those specific duties and responsibilities listed below and such other duties as the Board of Directors may from time to time prescribe.
- Membership. The Audit Committee members will be appointed by, and will serve at the discretion of, the Board of Directors. The Audit Committee will consist of at least three members of the Board of Directors.
- Independence. Each member will be an independent director, as defined in (i) NASDAQ Rule 5605 and (ii) the rules of the SEC and the final determination of independence shall be made by the Board.
- Financial Literacy. Each member will be able to read and understand fundamental financial statements, including the Company's balance sheet, income statement and cash flow statement.
- Audit Committee Financial Expert. At least one member will have past employment experience in finance or accounting, requisite professional certification in accounting, or other comparable experience or background, including a current or past position as a principal financial officer or other senior officer with financial oversight responsibilities.
- Financial Statement Preparation Prohibited. No member may have participated in the preparation of the financial statements of the Company or of any of the Company's current subsidiaries at any time during the past three years.
- Financial Expert
- Independent Director