The Audit Committee (the "Committee") of the Board of Directors (the "Board") of Legacy Reserves GP, LLC, the general partner (the "General Partner") of Legacy Reserves LP (the "Partnership"), has been appointed by the Board for the purpose of overseeing:
The Committee shall consist of no fewer than three members of the Board. Prior to their election and annually thereafter, the members of the Committee shall each have been affirmatively determined by the Board (i) not to be an officer or employee of the Partnership, (ii) to have no relationship that would interfere with their exercise of independent judgment in carrying out the responsibilities of a director and (iii) to be "independent" under (x) the rules of the NASDAQ and (y) the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated by the SEC thereunder (collectively, the "Exchange Act").
The Committee shall meet at least four times per year. Additional meetings may occur as the Committee or its Chairperson deem advisable. As part of the Committee's oversight function, the Committee shall meet with the Partnership's independent auditors and management at least quarterly to review the Partnership's financial statements. The Committee (1) may meet separately in executive session with (a) the Partnership's independent auditors, (b) members of management, (c) non-management members of the Board who are not members of the Committee or (d) any other persons the Committee deems appropriate to discuss any matters that any member of the Committee or any other such individual or group believes should be discussed privately and (2) shall meet separately in executive session at least annually with each (x) member of the Partnership's management and (y) the Partnership's independent auditors. In addition, the Committee may exclude from its meetings any persons it deems appropriate in order to carry out its responsibilities.
A majority of Committee members shall constitute a quorum. A majority of the members present at any meeting at which a quorum is present may act on behalf of the Committee. The Committee may meet by telephone or videoconference and may take action by unanimous written consent to the fullest extent permitted by the Delaware Limited Liability Company Act.
The Committee will cause to be kept adequate minutes of all its proceedings and will report its actions to the next meeting of the Board. Committee members will be furnished with copies of the minutes of each meeting and any action taken by unanimous consent.
The Committee shall have the resources and authority necessary to discharge its duties and responsibilities as it deems appropriate. In connection therewith, the Committee shall have:
The Committee shall have the following responsibilities and duties:
A. Independent Auditors
While the Committee has the responsibilities and powers set forth in this Charter, it is not the duty of the Committee to ensure that the Partnership complies with laws and regulations and its policies and procedures. The Partnership's financial statements are the responsibility of management. The Partnership's independent auditors are responsible for planning and conducting audits to determine whether the Partnership's financial statements fairly present, in all material respects, the financial position of the Partnership.
Under the Sarbanes Oxley Act of 2002 ("Sarbanes-Oxley"), the Partnership's independent auditors cannot contemporaneously provide any of the following non audit services to the Partnership: