Aecom Technology (ACM)

Independent Auditor

5.

Appoint (and recommend that the Board submit for stockholder ratification, if applicable), compensate, retain, and oversee the work performed by the independent auditor for the purpose of preparing or issuing an audit report or related work.

6.

Consider whether the auditor's performance of permissible nonaudit services is compatible with the auditor's independence.

7.

Review the performance of the independent auditor, who will report directly to the Audit Committee, and remove and replace the independent auditor if circumstances warrant.

8.

Oversee the resolution of any disagreements between management and the independent auditor.

9.

Review with the independent auditor any audit problems or difficulties and management's response.

10.

Review the independent auditor's attestation and report on management's internal control report.

11.

Hold timely discussions with the independent auditor regarding the following:

•

All critical accounting policies and practices and adherence thereto;

•

All alternative treatments of financial information within generally accepted accounting principles (GAAP) that have been discussed with management, ramifications of the use of such alternative disclosures and treatments, and the treatment preferred by the independent auditor; and,

•

Other material written communications between the independent auditor and management, including, but not limited to, the management letter and management's action plans in response thereto, schedule of aggregated deficiencies, and schedule of unadjusted differences.

12.

At least annually, obtain and review a report by the independent auditor describing:

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The firm's internal quality-control procedures;

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Any material issues raised by the most recent internal quality-control review, peer review and/or Public Company Accounting Oversight Board review, or by any inquiry or investigation conducted by governmental or professional authorities during the preceding five years with respect to independent audits carried out by the firm, and any steps taken to deal with any such issues; and,

•

All relationships between the independent auditor and AECOM.

This report should be used to assist the Committee in evaluating the independent auditor's qualifications, performance, and independence.

A-2

13.

Review the experience and qualifications of the lead partner and other senior members of the independent audit team each year and determine that all partner rotation requirements, as promulgated by applicable rules and regulations, are executed. The Committee will also consider whether there should be additional staff rotation and/or rotation of the firm itself.



14.

Review and pre-approve (which may be pursuant to pre-approval policies and procedures adopted by the Committee) both audit and nonaudit services to be provided by the independent auditor, and establish policies and procedures for the pre-approval of audit and non-audit services to be provided by the independent auditor. The authority to grant pre-approvals may be delegated to one or more designated members of the Audit Committee whose decisions will be presented to the full Audit Committee at its next regularly scheduled meeting. Approval of nonaudit services will be disclosed to investors in periodic reports as required by the Securities Exchange Act of 1934.



15.

Set clear hiring policies, compliant with governing laws and regulations, for employees or former employees of the independent auditor.