AUDIT COMMITTEE REPORT
The audit committee of the Board is currently composed of three directors, all of whom meet the
criteria for independence under the applicable NASDAQ and SEC rules and the Sarbanes-Oxley Act.
The audit committee acts under a written charter adopted by the Board, a copy of which is available on
the Company’s website at http://www.texasroadhouse.com.
The audit committee has prepared the following report on its activities and with respect to the
Company’s audited consolidated financial statements for the fiscal year ended December 25, 2018 (the
‘‘Audited Financial Statements’’).
- The audit committee met 13 times during fiscal year 2018, which were comprised of five regular
meetings of the audit committee and two meetings per quarter relating to the audit committee’s
review of the Company’s filings with the Securities & Exchange Commission (the ‘‘SEC’’), one of
which such meetings combined content for a regular meeting of the audit committee and the audit
committee’s review of the Company’s filings with the SEC. The audit committee’s meetings
included private sessions with the Company’s independent auditors and internal auditors, as well
as executive sessions consisting of only audit committee members. The audit committee also met
periodically in private sessions with management, including Named Executive Officers (as needed); - The audit committee reviewed the acknowledgement process for the Company’s Code of Conduct,
and the corresponding results; - The audit committee reviewed the scope, plans and results of the testing performed by the
Company’s internal auditors and independent auditors in their assessments of internal control
over financial reporting and the consolidated financial statements; - The audit committee reviewed matters submitted to it via the Company’s whistleblower hotline
and/or other reporting mechanisms regarding concerns about allegedly questionable financial,
accounting and/or auditing matters (if any); - The audit committee reviewed with management, including the internal auditors and the
General Counsel, and the independent auditors, the Company’s practices with respect to risk
assessment and risk management. The overall adequacy and effectiveness of the Company’s
legal, regulatory and ethical compliance programs were also reviewed, as well as the Company’s
cybersecurity controls and system standards; - The audit committee reviewed with the General Counsel the Company’s disclosures with respect
to current lawsuits; - The audit committee reviewed comment letters received from the SEC, if any, together with
management’s response to such letters; - The audit committee pre-approved all audit, audit-related and permissible non-audit services
provided to the Company by KPMG LLP, the Company’s independent auditors, for the 2018
fiscal year, before management engaged the independent auditors for those purposes, pursuant
to and in accordance with the Texas Roadhouse, Inc. Policy for Pre-Approval of Services
Provided by External Audit Firm (which is available on the Company’s website,
http://www.texasroadhouse.com);;) - On a quarterly basis, the audit committee discussed with KPMG LLP the matters required to be
discussed by the Public Company Accounting Oversight Board Auditing Standard No. 1301,
Communications with Audit Committees; - The audit committee discussed with KPMG LLP their written disclosures and letter required by
applicable requirements of the Public Company Accounting Oversight Board regarding the
independent auditors’ communications with the audit committee concerning independence;