Dick's Sporting Goods (DKS)

      The Audit Committee has been created to implement and to support the oversight function of the Board of Directors (the “Board”) to promote quality financial reporting, accounting policies, internal controls and independent and objective outside auditors.

      The Audit Committee has responsibility to:

      The Audit Committee will adopt policies and procedures for carrying out its responsibilities. Such policies and procedures should be flexible so the Audit Committee may react to changing conditions and ensure that the Company’s internal controls and accounting and financial reporting practices meet all legal requirements and are of the highest quality. The Audit Committee shall have the authority as it determines necessary to retain at the Company’s expense independent legal, accounting or other advisors to the Audit Committee. The Company will provide for appropriate funding, as determined by the Audit Committee for (i) the payment of compensation to any registered public accounting firm engaged for the purpose of preparing or issuing an audit report or preparing other audit, review or attest services for the Company, (ii) compensation to any advisor employed by the Audit Committee and (iii) ordinary administrative expenses of the Audit Committee that are necessary or appropriate in carrying out its duties.

      While the Audit Committee has the specific responsibilities and powers set forth in this Charter, it is recognized that members of the Audit Committee are not employees of the Company and, as such, do not bear any of the responsibilities of management and the Outside Auditors. While the Audit Committee has the responsibilities and powers set forth in this Charter, it has no duty or obligation to plan or conduct any audit or to determine or certify that the Company’s financial statements and disclosures are complete, accurate, fairly presented, and/ or presented in accordance with generally accepted accounting principles and applicable rules and regulations. The foregoing are the responsibilities of management and the Outside Auditors. The Outside Auditors are responsible for auditing the Company’s financial statements and for reviewing the Company’s unaudited interim financial statements. The Audit Committee does not guarantee any report of the Outside Auditors.

      Each member of the Audit Committee shall be entitled to rely on (a) the integrity of those persons and organizations within and outside the Company that provide financial and other information to the Audit Committee and (b) the accuracy and completeness of such information provided to the Audit Committee by such persons or organizations, absent actual knowledge to the contrary (which shall be promptly reported to the Board).

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