§ 712-a. Audit oversight.

(a) The board, or a designated audit committee of the board comprised
solely of independent directors, of any corporation required to file an
independent certified public accountant's audit report with the attorney
general pursuant to subdivision one of section one hundred seventy-two-b
of the executive law shall oversee the accounting and financial
reporting processes of the corporation and the audit of the
corporation's financial statements. The board or designated audit
committee shall annually retain or renew the retention of an independent
auditor to conduct the audit and, upon completion thereof, review the
results of the audit and any related management letter with the
independent auditor.

(b) The board, or a designated audit committee of the board comprised
solely of independent directors, of any corporation required to file an
independent certified public accountant's audit report with the attorney
general pursuant to subdivision one of section one hundred seventy-two-b
of the executive law and that in the prior fiscal year had or in the
current fiscal year reasonably expects to have annual revenue in excess
of one million dollars shall, in addition to those duties set forth in
paragraph (a) of this section:

(1) review with the independent auditor the scope and planning of the
audit prior to the audit's commencement;

(2) upon completion of the audit, review and discuss with the
independent auditor: (A) any material risks and weaknesses in internal
controls identified by the auditor; (B) any restrictions on the scope of
the auditor's activities or access to requested information; (C) any
significant disagreements between the auditor and management; and (D)
the adequacy of the corporation's accounting and financial reporting
processes;

(3) annually consider the performance and independence of the
independent auditor; and

(4) if the duties required by this section are performed by an audit
committee, report on the committee's activities to the board.

(d) If a corporation controls a group of corporations, the board or
designated audit committee of the board of the controlling corporation
may perform the duties required by this section for one or more of the
controlled corporations and, if independent directors, directors from
one or more of such controlled corporations may serve on any designated
audit committee of the board of such controlling corporation, and
perform the duties required by this section for each corporation and any
controlled corporations.

(e) Only independent directors may participate in any board or
committee deliberations or voting relating to matters set forth in this
section, provided that nothing in this paragraph shall prohibit the
board or designated audit committee from requesting that a person with
an interest in the matter present information as background or answer
questions at a committee or board meeting prior to the commencement of
deliberations or voting relating thereto.

(f) Any corporation that is a state authority or a local authority as
defined in section two of the public authorities law and that has
complied substantially with sections twenty-eight hundred two and
twenty-eight hundred twenty-four of such law shall be deemed in
compliance with this section.