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principles, internal controls, applicable policies, and other information that may be

requested by the committee to maintain appropriate financial and compliance literacy.

Meetings

The Audit Committee shall meet as necessary, but at least annually. The committee may

invite Board management, auditors, or others to attend and provide relevant information.

Meeting agendas will be provided to members in advance, along with appropriate

briefing materials. Minutes will be prepared. A majority of the members of the committee

shall constitute a quorum for the transaction of business. The committee shall also meet

at the request of the Comptroller of the Treasury.

The Audit Committee shall follow the public notice requirements of the Board. All

meetings of the Committee shall be subject to the open meetings provisions of

Tennessee

Code Annotated

, Title 8, Chapter 44, except that, as provided by

Tennessee Code

Annotated

, Section 4-35-108(b), the committee may hold confidential, nonpublic

executive sessions to discuss:

1.

Items deemed not subject to public inspection under

Tennessee Code Annotated

,

Sections 10-7-503 and 10-7-504, and all other matters designated as confidential

or privileged under this code;

2.

Litigation;

3.

Audits or investigations;

4.

Information protected by federal law, and

5.

Matters involving information under

Tennessee Code Annotated

, Section 4-35-

107(a), where the informant has requested anonymity.

Source: Committee on Audit Meeting, November 23, 2004; Committee on Audit

Meeting, June 29, 2006; Committee on Audit Meeting, September 11, 2007;

Committee on Audit Meeting, November 17, 2009; Committee on Audit Meeting,

November 16, 2010; Committee on Audit Meeting, November 25, 2014.

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