Audit and Finance Committee
I. PURPOSE
The Audit and Finance Committee (the “Committee”) of the Board of Directors (the “Board”) of Seagate Technology Holdings plc (the “Company”) shall:
II. MEMBERSHIP
A. Composition
B. Appointment and Removal
The Committee Chair and members of the Committee shall be appointed annually by the Board and, shall serve until such member’s successor is duly elected or until such member’s earlier resignation or removal. A member of the Committee may be removed, with or without cause, by a majority vote of the Board.
C. Committee Chair
Unless a Chair is appointed by the Board, the Committee members shall designate a Chair by a majority vote of the Committee. The Board may replace any Chair designated by the Committee at any time. The Chair will chair all regular sessions of the Committee and set the agendas for Committee meetings. In the absence of the Chair, the Committee shall select another member to preside.
D. Delegation of Authority
The Committee may form subcommittees composed of one or more of its members for any purpose that the Committee deems appropriate and may delegate to such subcommittees such power and authority as the Committee deems appropriate and in the best interests of the Company, provided that such delegation is in compliance with the Company Constitution and applicable law.
The Committee may delegate to one or more officers of the Company, the authority to finalize documentation for transactions approved by the Committee, provided that such delegation is in compliance with the Company Constitution and applicable law.
III. MEETINGS
IV. Outside Advisors
The Committee, in discharging its oversight role, is empowered to study or investigate any matter of interest or concern that the Committee deems appropriate. In this regard, the Committee shall have the sole authority to engage and terminate independent counsel and other advisors, as the Committee deems necessary or appropriate to carry out its duties. The Committee shall set the compensation, and oversee the work of, any independent counsel or other advisors retained by it. The Company will provide appropriate funding, as determined by the Committee, to pay the independent auditor, any other registered public accounting firm and any independent counsel and any other outside advisors hired by the Committee and any administrative expenses of the Committee that are necessary or appropriate in carrying out its activities.
V. KEY RESPONSIBILITIES
To fulfill its oversight role in the financial reporting and disclosure process, the Committee relies on (i) management for the preparation and accuracy of the Company's financial statements; (ii) management for establishing effective internal controls and procedures to ensure the Company's compliance with accounting standards, financial reporting procedures and applicable laws and regulations; (iii) independent and objective assessments from the Company’s global internal audit department regarding the overall effectiveness and efficiency of the Company’s control environment; and (iv) the Company's independent auditors for an unbiased, diligent audit or review, as applicable, of the Company's financial statements and the effectiveness of the Company's internal controls. The members of the Committee are not employees of the Company and are not responsible for conducting the audit or performing other accounting procedures. In carrying out its responsibilities, the Committee is not providing any expert or special assurance as to the Company’s financial statements or any professional certification as to the independent auditors’ work.
The following functions shall be commonly recurring activities of the Committee. The Committee may carry out additional functions and adopt additional policies and procedures as may be appropriate or as delegated by the Board:
Financial Oversight
Management’s response to issues raised by the independent auditors.
Without excluding other possibilities, the Committee may review with the independent auditors (i) any accounting adjustments that were noted or proposed by the auditor but were “passed” (as immaterial or otherwise), (ii) any communications between the audit team and the audit firm’s national office respecting auditing or accounting issues presented by the engagement and (iii) any “management” or “internal control” letter issued, or proposed to be issued, by the independent auditors to the Company.
Internal Audit
VI. FINANCIAL AFFAIRS AND CAPITAL AND INVESTMENT TRANSACTIONS
In addition to the functions and duties described above, the Committee shall review the financial affairs of the Company.
The Committee may review and make recommendations to the Board and management regarding the Company’s cash position; financial position; capital needs; financing plans; the Company’s ability to access capital markets including the Company’s debt and credit ratings; bank and lender relationships; capital structure; equity and debt issuances; dividends; share splits; financing proposals; debt issuances, repayment, repurchase or redemption of any outstanding notes; capital asset plan and capital expenditures; management of financial risk in the Company’s business; tax position and strategy; and corporate development plans.
VII. LEGAL AND REGULATORY COMPLIANCE & ENTERPRISE RISK
VIII. PERFORMANCE EVALUATION
As amended and restated by the Board on April 21, 2024
*Promotion terms and conditions available at