Brixmor Property : Audit Committee Charter

Audit Committee Charter

Audit Committee Charter

1. PURPOSE

The Audit Committee (the "Committee") of the Board of Directors of Brixmor Property Group Inc. (the "Company") shall:

1. 1. Provide assistance to the Company's Board of Directors with respect to its over sight of:
   2. 1. The quality and integrity of the Company's financial statements and accounting and financial reporting processes;
      2. The Company's compliance with legal and regulatory requirements applica ble to financial statements and accounting and financial reporting processes;
      3. The independent registered public accounting firm's qualifications, perfor mance and independence;
      4. The performance of the Company's systems of internal control over financial reporting and disclosure controls and procedures;
      5. The performance of the Company's internal audit function and related matters; and
      6. The Company's risk assessment, risk management and risk mitigation policies and programs, including matters relating to privacy and cybersecurity.
   3. Prepare the audit committee report required by the Securities and Exchange Com- mission (the "SEC") to be included in the Company's annual proxy statement.
2. STRUCTURE AND OPERATIONS

Composition and Qualifications

The Committee shall be comprised of three or more members of the Board of Directors, each of whom shall be determined by the Board of Directors to be "independent" under the rules of the New York Stock Exchange and Rule 10A-3(b)(1) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). No member of the Committee shall have participated in the preparation of the financial statements of the Company or any subsidiary of the Company at any time during the past three years. No member of the Committee may serve on the audit committee of more than three public companies, including the Company, unless the Board of Directors (i) determines that such simultaneous service would not impair the ability of such member to effectively serve on the Committee and (ii) discloses such determination either on or through the Com- pany's website or in the annual proxy statement.

All members of the Committee shall be financially literate and have a working familiarity with basic finance and accounting practices (or acquire such familiarity within a reasonable period

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after his or her appointment). At least one member must have "accounting or related financial management expertise" in accordance with the rules of the New York Stock Exchange. In addition, at least one member of the Committee will be an "audit committee financial expert" as defined by the SEC and may be the same person as that with "accounting or related financial management exper- tise." Committee members may enhance their familiarity with finance and accounting by participating in educational programs conducted by the Company or by an outside consultant.

Appointment and Removal

The members of the Committee shall be appointed by the Board of Directors and shall serve until such member's successor is duly elected and qualified or until such member's earlier resignation, removal, disqualification or death. The members of the Committee may be removed, with or without cause, by action of the Board of Directors.

Chairperson

Unless a chairperson of the Committee ("Chairperson") is selected by the Board of Directors, the members of the Committee shall designate a Chairperson by the majority vote of the full Committee membership. The Chairperson of the Committee will chair all regular sessions of the Committee and is responsible to set the agendas for Committee meetings. In the absence of the Chairperson of the Committee, the Committee shall select another member to preside.

Delegation to Subcommittees

The Committee may form subcommittees composed of one or more of its independent members for any purpose that the Committee deems appropriate and may delegate to such subcommittees such power and authority as the Committee deems appropriate.

1. MEETINGS

The Committee shall meet at least quarterly, or more frequently as circumstances dictate. The Chairperson of the Board of Directors or any member of the Committee may call meetings of the Committee. All meetings of the Committee may be held telephonically or by means of other similar remote communications. In addition, unless otherwise restricted by the Company's charter or bylaws, the Committee may act by unanimous written consent in lieu of a meeting.

As part of its goal to foster open communication, the Committee shall periodically meet separately with each of management, the internal auditors (or other personnel or service provider responsible for the internal audit function) and the independent registered public accounting firm to discuss any matters that the Committee or each of these groups believe would be appropriate to discuss privately. In addition, the Committee should meet with the independent registered public accounting firm and management quarterly to review the Company's financial statements in a manner consistent with that outlined in Section IV of this Charter, which meetings may be conducted on the same day as the quarterly Board of Directors meetings.

All non-management directors that are not members of the Committee may attend meetings of the Committee but may not vote. Additionally, the Committee may invite to its meetings any director, management of the Company and such other persons as it deems appropriate in order to carry out its responsibilities. The Committee may also exclude from its meetings any such persons it deems appropriate in order to carry out its responsibilities.

A majority of the Committee shall constitute a quorum for the transaction of business and the

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act of a majority of those present at any meeting at which there is a quorum shall be the act of the Committee.

IV. RESPONSIBILITIES AND DUTIES

The following functions are expected to be the common recurring activities of the Committee in carrying out its responsibilities outlined in this Charter. These functions should serve as a guide with the understanding that the Committee may carry out additional functions and adopt additional policies and procedures as may be appropriate in light of changing business, legislative, regulatory, legal or other conditions. The Committee may also carry out any other responsibilities and duties delegated to it by the Board of Directors from time to time related to the purposes of the Committee outlined in this Charter.

The Committee, in discharging its oversight role, is empowered to study or investigate any matter of interest or concern that the Committee deems appropriate and may, in its sole discre- tion, retain, obtain the advice of and terminate any consultant, legal counsel or other adviser to the Committee. The Committee shall be directly responsible for the appointment, compensation and oversight of any consultant, legal counsel or other adviser retained by the Committee. The Company shall provide appropriate funding, as determined by the Committee, for payment of compensation to the independent registered public accounting firm engaged for the purpose of preparing or issuing an audit report or performing other audit, review or attest services for the Company and any advisors that the Committee chooses to engage, as well as funding for the payment of ordinary administrative expenses of the Committee that are necessary or appropriate in carrying out its duties.

The Committee shall be given full access to the Company's internal auditors (or other personnel or service providers responsible for the internal audit function), Board of Directors, corporate executives, employees and independent registered public accountants as necessary to carry out these responsibilities.

Notwithstanding the foregoing, the Committee is not responsible for certifying the Compa- ny's financial statements or guaranteeing the independent registered public accounting firm's report. The fundamental responsibility for the Company's financial statements and disclosures rests with management and the independent registered public accounting firm.

Documents/Reports Review

1. Review and discuss with management and the independent registered public accounting firm prior to public dissemination the Company's annual audited financial statements and quarterly financial statements, including the Company's specific disclosures under "Management's Discus- sion and Analysis of Financial Condition and Results of Operations."
2. Review periodically the risks facing the Company and management's efforts to manage those risks. The Committee should discuss the Company's major financial risk exposures and the steps management has taken to monitor and control such exposures.
3. Receive the written disclosures and the letter from the independent registered public accounting firm required by applicable requirements of the Public Company Accounting Oversight

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Board ("PCAOB") regarding the independent registered public accounting firm's communications with the Committee concerning independence, and discuss with the independent registered public accountant firm the independent registered public accountant firm's independence.

1. Discuss with the independent registered public accounting firm the matters required to be discussed by the applicable auditing standards issued by the PCAOB.
2. Review and discuss with management and the independent registered public accounting firm the Company's earnings press releases (paying particular attention to the use of any "pro forma" or "adjusted" non-GAAP information and measures), as well as financial information and earnings guidance provided to analysts and rating agencies. The Committee's discussion in this regard may be general in nature (i.e., discussion of the types of information to be disclosed and the type of presentation to be made) and need not take place in advance of each earnings release or each instance in which the Company may provide earnings guidance.
3. Review and discuss with management and the independent registered public accounting firm any major issues arising as to the adequacy and effectiveness of the Company's internal controls, any actions taken in light of material control deficiencies and the adequacy of disclosures about changes in internal control over financial reporting.
4. Perform any functions required to be performed by it under applicable law, rules or regula- tions, the Company's bylaws and the resolutions or other directives of the Board of Directors, including review of any certification required to be reviewed in accordance with applicable law or regulations of the SEC.
5. Review with the Company's General Counsel (or, in the absence of such officer, other legal counsel of the Company) legal matters that have been brought to the Committee's attention, or matters that have been brought to the General Counsel's attention, that may have a material impact on the Company's financial statements and compliance policies, as well as any material reports or inquiries received from regulatory bodies.
6. Discuss with management and the independent registered public accounting firm any correspondence with regulators or governmental agencies and any employee complaints or published reports, which raise material issues regarding the Company's financial statements or accounting policies.

Independent Registered Public Accounting Firm

1. Be directly and solely responsible for the appointment, compensation, retention, evalua- tion, oversight and termination of any independent registered public accounting firm engaged (including the resolution of disagreements between management and such firm regarding financial reporting) for the purpose of preparing or issuing an audit report or performing other audit, review or attest services for the Company.
2. Inform each independent registered public accounting firm engaged for the purpose of

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