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Guidelines of The Procter & Gamble Company Audit Committee for Hiring Former Employees of the Company's Independent Auditing Firm
The Committee has adopted the following guidelines regarding the hiring by the company of former employees of the company's independent auditing firm.
For purposes of these guidelines, the "audit team" means any partner, director, manager, staff, advising member of the department of professional practice, reviewing actuary or reviewing tax professional associated with the company's independent auditing firm who works on any aspect of the annual audit of the company's consolidated financial statements. For purposes of these guidelines, "employee of the company's independent auditing firm" will include, without limitation, any person regularly providing professional services on behalf of the independent auditor, regardless of whether that person is legally an "employee" of the firm (e.g., if the independent auditing firm is a partnership, a partner would be an "employee of the company's independent auditor" for purposes of these guidelines). For purposes of these guidelines, "company" includes The Procter & Gamble Company and its affiliates.
- No member of the audit team can be hired into in a financial reporting oversight role*, for a period of two (2) years following his/her association with the audit.
- No former employee of the company's independent auditing firm may be named a company officer for three (3) years after the termination of his/her employment with the company's independent auditor.
- No former employee of the company's independent auditing firm may be hired into a Band IV or higher position in the company without the approval of the company's Chief Financial Officer and the Chair of the Committee.
- No former partner, director, member or executive officer of the company's independent auditing firm may sign any SEC filing on behalf of the company for five (5) years after terminating his or her employment with the company's independent auditing firm.
- The company's Chief Financial Officer shall report annually to the Committee the profile of the preceding year's hires from the independent auditing firm.
* "Financial oversight role" means a position that has direct responsibility for overseeing those who prepare the company's financial statements or related information that is included in filings with the Securities and Exchange Commission.
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