Report of the Audit Committee
The Audit Committee is composed of four directors who meet the independence and experience requirements of the listing rules of The Nasdaq Stock Market. The Audit Committee operates under a written charter adopted by the board of directors (the “Board”) of Calumet, Inc. (“Calumet”). The members of the Audit Committee are Mr. Carter (Chair), Mr. Boss, Mr. Sheets, and Ms. Twitchell. The Audit Committee met five times during 2024.
Management is responsible for the preparation, presentation, and integrity of Calumet’s financial statements, accounting, and financial reporting principles and internal controls and processes designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting standards and applicable laws and regulations. The independent registered public accounting firm, Grant Thornton LLP, is responsible for performing an independent audit of Calumet’s consolidated financial statements and the effectiveness of Calumet’s internal control over financial reporting in accordance with standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”) and for issuing reports thereon.
The Audit Committee is responsible for oversight of Calumet’s accounting and financial reporting processes. The Audit Committee is also responsible for the appointment, compensation, and oversight of Calumet’s independent registered public accounting firm, including (i) annually evaluating the independent registered public accounting firm’s qualifications and performance, (ii) annually reviewing and confirming the independent registered public accounting firm’s independence, (iii) reviewing and approving the planned scope of the annual audit, (iv) overseeing the audit work of the independent registered public accounting firm, (v) reviewing and pre-approving any non-audit services that may be performed by the independent registered public accounting firm, which are considered in the evaluation of the independent registered public accounting firm’s independence, (vi) annually reviewing with Management and the independent registered public accounting firm the adequacy of Calumet’s internal control over financial reporting, (vii) annually reviewing Calumet’s critical accounting policies, and the application of accounting principles, and (viii) overseeing the conduct of the annual audit, including the oversight of the resolution of any issues identified by the independent registered public accounting firm. In evaluating the independent registered public accounting firm’s qualifications and performance and considering the independent registered public accounting firm for appointment, the Audit Committee considers the firm’s quality of engagement services, as well as the engagement team’s quality of audit services (including their knowledge, skills, and experience), the firm’s global capabilities and technical resources, the reasonableness of its fees, its communications with the Audit Committee, its independence, objectivity, and professional skepticism, its knowledge of Calumet, and its tenure as Calumet’s independent registered public accounting firm as well as regulatory reviews of the firm and the firm’s responses thereto. As part of this evaluation, the Audit Committee considers information provided by the firm as well as from Management, including from the Chief Financial Officer, Chief Accounting Officer, and Director of Internal Audit.
To consider the independence of Calumet’s independent registered public accountant, the Audit Committee has received from Grant Thornton LLP the written disclosures and the letter required by applicable requirements of the PCAOB regarding Grant Thornton LLP’s communications with the Audit Committee concerning independence, and the Audit Committee has discussed with Grant Thornton LLP their independence. In addition, the Audit Committee follows the applicable laws, rules, and regulations regarding the rotation of audit partners, including Rule 2-01 of Regulation S-X. The Audit Committee is involved in the selection of the audit partner when a rotational change is required.
During 2024, the Audit Committee met privately with Grant Thornton LLP to discuss the results of the audit, evaluations by the independent registered public accounting firm of Calumet’s internal control over financial reporting, and the quality of Calumet’s financial reporting. In addition, in connection with its regularly scheduled meetings, the Audit Committee met privately with each of Calumet’s Chief Financial Officer, General Counsel, Compliance Officer, and Director of Internal Audit to discuss various legal, accounting, auditing, and internal control over financial reporting matters.
The Audit Committee has reviewed and discussed the audited consolidated financial statements contained in Calumet’s Annual Report on Form 10-K for the year ended December 31, 2024 with Management. This review included a discussion of the
