VeriSign (VRSN)

IV. Responsibilities and Duties

The following shall be the principal responsibilities and duties of the Committee. These are set forth as a guide, with the understanding that the Committee may supplement them as appropriate and may establish policies and procedures from time to time that it deems necessary or advisable in fulfilling its responsibilities.

1.  Review the Company’s quarterly and annual financial statements, including any report or opinion by the independent auditor, prior to distribution to the public or filing with the Securities and Exchange Commission.

2.  Approve in advance any audit-related, non-audit and attest services to be provided to the Company by the independent auditor, or establish policies and procedures for the review and pre-approval by the Committee of all audit-related and non-audit services, except as otherwise permitted by the rules of the Securities and Exchange Committee or The Nasdaq Stock Market or any other stock exchange or market on which the Company’s Common Stock is listed.

3.  In connection with the Committee’s review of the annual financial statements:

4.  Recommend to the Board of Directors whether the annual financial statements should be included in the Annual Report on Form 10-K, based on (a) the Committee’s review and discussion with management of the annual financial statements, (b) the Committee’s discussion with the independent auditor of the matters required to be discussed by SAS 61, or other similar rules, and (c) the Committee’s review and discussion with the independent auditor of the independent auditor’s independence and the written disclosures and letter from the independent auditor required by Independence Standards Board Standard No. 1.

5.  In connection with the Committee’s review of the quarterly financial statements, the Committee members, or the chairman of the Committee on behalf of all the Committee members, will:

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6.  Review and consider for approval all related party transactions (as required by rules of The Nasdaq Stock Market or any other stock exchange or market on which the Company’s Common Stock is listed) between the Company (or any subsidiary) and any Company directors or director nominee, executive officer, beneficial owner of more than five percent of the Company’s outstanding securities, or members of the immediate family of any of the foregoing persons.

7.  Discuss any comments or recommendations of the independent auditor outlined in the annual management letter. Approve a schedule for implementing any recommended changes and monitor compliance with the schedule.

8.  Discuss with the independent auditor, management and the internal audit department their periodic reviews of the adequacy of the Company’s accounting and financial reporting processes and systems of internal control, including the adequacy of the systems of reporting to the audit committee by each group.

9.  Review and confirm the independent auditor’s independence from the Company, including by (a) obtaining from the independent auditor a formal written statement delineating all relationships between the independent auditor and the Company, required to be disclosed by Independence Standards Board Standard 1, (b) discussing with the independent auditor any disclosed relationships or services that might impact the independent auditor’s objectivity and independence, and (c) reviewing, at least annually, fees paid to the independent auditor for audit and non-audit services.

10.  Communicate with the Company’s independent auditor about the Company’s expectations regarding its relationship with the auditor, including the auditor’s ultimate accountability to the Board and the Committee, as representatives of the Company’s stockholders.

11.  Have the sole authority and responsibility to select, evaluate and if necessary replace the independent auditor. The Committee shall have the authority and responsibility to determine the compensation of and oversee the performance of, the independent auditor, and resolve any significant disagreements between management and the independent auditor regarding financial reporting.

12.  Review the independent auditor’s audit plan.

13.  Review with the Company’s General Counsel legal matters that could have a significant impact on the Company’s financial statements or results of operations.

14.  Annually prepare a report to the Company’s stockholders for inclusion in the Company’s annual proxy statement as required by the rules and regulations of the Securities and Exchange Commission, as they may be amended from time to time.

15.  Review and reassess the adequacy of the Committee’s charter at least annually. Submit the charter to the Company’s Board of Directors for review and include a copy of the charter as an appendix to the Company’s proxy statement as required by the rules and regulations of the Securities and Exchange Commission, as they may be amended from time to time (currently, once every three years).

16.  Establish procedures to receive, retain and process complaints regarding accounting, internal audit controls or auditing matters and for employees to make confidential anonymous complaints regarding accounting and auditing matters.

17.  Perform any other activities required by applicable law, rules or regulations, including the rules of the Securities and Exchange Commission and any stock exchange or market on which the Company’s Common Stock is listed, and perform other activities that are consistent with this charter, the Company’s Bylaws and governing laws, as the Committee or the Board deems necessary or appropriate.

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