The Audit Committee of the Board of Directors assists the Board of Directors in fulfilling its responsibility for oversight of the adequacy and integrity of the Company’s internal controls and financial reporting process and the reliability of the Company’s financial reports to the public, and such other duties as directed by the Board of Directors.  The Audit Committee’s purpose is to oversee Avaya’s financial reporting and disclosure processes, the effectiveness of Avaya’s internal controls, audit plans and the results of audits performed, the independence, qualifications and performance of Avaya’s internal audit department and external auditor and Avaya’s compliance with certain legal and regulatory requirements.  In addition, the Audit Committee has oversight responsibility with respect to the content and operation of Avaya’s global ethics and compliance program, including the establishment of procedures for the receipt, retention and treatment of accounting-related complaints and the confidential, anonymous submission by employees of concerns regarding questionable accounting or auditing matters.  The Audit Committee is directly responsible for the appointment, evaluation, compensation and oversight of the external auditor.

Audit Committee Charter

Members

Bruce R. Bond
Hellene S. Runtagh
Paula Stern
Frank J. Fanzilli
Richard F. Wallman - Chair