REPORT OF THE AUDIT COMMITTEE OF THE
BOARD OF DIRECTORS
The primary function of the Audit Committee is to assist the Board of Directors in fulfilling its oversight of the integrity of the Companys financial statements, the Companys compliance with legal and
regulatory requirements, the independent registered public accounting firms qualifications and independence, and the performance of the Companys internal audit function and independent registered public accounting firm. The Audit
Committees activities are governed by a written charter adopted by the Board of Directors. Among other responsibilities specified in the charter, the Audit Committee has the sole authority to appoint, retain and where appropriate, terminate,
the Companys independent registered public accounting firm. The Audit Committee is also directly responsible for, among other things, the evaluation, compensation and oversight of the work of the Companys independent registered public
accounting firm for the purpose of preparing or issuing an audit report or related work. In addition, the Audit Committee must pre-approve all audit and permitted
non-audit services performed by the Companys independent registered public accounting firm. It is not the duty of the Audit Committee to plan or conduct audits or determine that the Companys
financial statements and disclosures are complete and accurate and in accordance with generally accepted accounting principles and applicable rules and regulations. These are the responsibilities of management and the independent registered public
In fulfilling its responsibilities, the Audit Committee has reviewed and discussed the audited financial statements contained in the
2017 Annual Report on Form 10-K with the Companys management and Deloitte & Touche LLP, the independent registered public accounting firm for fiscal 2017.
The Audit Committee discussed with Deloitte & Touche LLP the matters required to be discussed by Auditing Standard No. 16, Communications with
Audit Committees as adopted by the Public Company Accounting Oversight Board (PCAOB). In addition, the Audit Committee has discussed with Deloitte & Touche LLP the auditors independence from the Company and its
management, including the matters in the written disclosures and the letter from Deloitte & Touche LLP pursuant to the applicable requirements of the PCAOB regarding the independent registered public accounting firms communications
with the Audit Committee regarding independence, which the Company has received.
In reliance on the reviews and discussions referred to above, the Audit
Committee recommended to the Board of Directors (and the Board of Directors has approved) that the audited financial statements be included in the Companys Annual Report on Form 10-K for the fiscal year
ended May 31, 2017, for filing with the Securities and Exchange Commission.
The Audit Committee has determined that the rendering of the non-audit services by Deloitte & Touche LLP was compatible with maintaining the auditors independence.
As described above under the heading Proposal Four Ratification of Appointment of Independent Registered Public Accounting Firm, the
Audit Committee has appointed Deloitte & Touche LLP as the Companys independent registered public accounting firm for fiscal 2018 and is seeking ratification of the appointment at the Annual Meeting.
Submitted by the Audit Committee of the Board of Directors as of July 17, 2017.
Salvatore D. Fazzolari, Chairman
Bruce A. Carbonari
Thomas S. Gross
William B. Summers, Jr.
RPM International Inc. (NYSE: RPM) owns subsidiaries that are world leaders in coatings, sealants, building materials and related services. From homes to precious landmarks worldwide, their brands are trusted by consumers and professionals alike to protect, improve and beautify. Among its leading consumer brands are Rust-Oleum, DAP and Zinsser. Learn more about RPM brands >>
RPM is a compelling long-term investment.
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