AUDIT COMMITTEE REPORT
The audit committee of the Board (the ‘‘Committee’’) is currently composed of three directors, all of
whom meet the criteria for independence under the applicable NASDAQ and Securities & Exchange
Commission (the ‘‘SEC’’) rules and the Sarbanes-Oxley Act. The 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 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 31, 2019 (the ‘‘Audited
Financial Statements’’).
- The Committee met 14 times during fiscal year 2019, which were comprised of six regular meetings
of the Committee and two meetings per quarter relating to the Committee’s review of the
Company’s filings with the SEC. The Committee’s meetings included private sessions with the
Company’s independent auditors and internal auditors, as well as executive sessions consisting of
only Committee members. The Committee also met periodically in private sessions with
management, including Named Executive Officers (as needed); - The Committee reviewed the acknowledgement process for the Company’s Code of Conduct, and
the corresponding results; - The 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 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 Committee reviewed with management, including the internal auditors and the Company’s
Vice President of Legal, 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 Committee reviewed with the Company’s Vice President of Legal the Company’s disclosures
with respect to current lawsuits (as and if applicable); - The Committee reviewed comment letters received from the SEC, if any, together with management’s
response to such letters; - The 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 2019 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 Committee discussed with KPMG LLP the matters required to be
discussed by the Public Company Accounting Oversight Board Auditing Standard No. 1301,
Communications with Committees; - The Committee discussed with KPMG LLP their written disclosures and letter required by the
Public Company Accounting Oversight Board regarding the independent auditor’s communications
with the Committee concerning independence; - The Committee reviewed the selection, application and disclosure of critical accounting policies;