Badger Meter, Inc.

Corporate Governance Committees of the Board

Audit and Compliance Committee Charter

The Audit and Compliance Committee (the “Committee”) of the Board of Directors (the “Board”) of Badger Meter, Inc. (the “Company”), will have the purpose, responsibilities, authority and specific duties as described below.

all critical accounting policies and practices
all alternative treatments of financial information within generally accepted accounting principles that have been discussed with management, ramifications of the use of such alternative disclosures and treatments, and the treatment preferred by the independent auditors
other material written communications between the independent auditors and management including, but not limited to, the management letter and schedule of unadjusted differences, and determine that they concur with management’s representation concerning audit adjustments and analysis of the independent auditors’ judgment as to the quality, not just the acceptability, of the Company’s accounting principles, setting forth significant reporting issues and judgments made in connection with the preparation of the financial statements

3.	Review all communications by the independent auditors to the Company that are required by various regulatory bodies and authoritative literature relating to the conduct of the audit.
4.	At least annually, obtain and review a report by the independent auditors describing:

the firm’s internal quality control procedures;
any material issues raised by the most recent internal quality-control review, peer review, or by any inquiry or investigation by governmental or professional authorities.
all relationships between the independent auditors and the Company, consistent with Independence Standards Board Standard 1.

5.	The Committee will review the experience and qualifications of senior members of the independent audit team annually and ensure that all partner rotation requirements, as promulgated by applicable rules and regulations, are executed.
6.	Review and pre-approve both audit and nonaudit services to be provided by the independent auditor. This duty may be delegated to one or more designated members of the Committee with any such pre-approval reported to the Committee at its next regularly scheduled meeting.
7.	Set clear hiring policies, compliant with governing laws or regulations, for employees or former employees of the independent auditors
8.	Review the scope and general extent of the independent auditors’ annual audit. The Committee’s review should include an explanation from the independent auditors of the factors considered by the independent auditors in determining the audit scope, including the major risk factors.
9.	Review with the independent auditors and, as appropriate, management, any significant changes to the audit plan, if any, and any serious disputes or difficulties with management encountered during the audit, including management’s response. Discuss any restrictions on the scope of the independent auditors’ activities and the cooperation received by the independent auditors during their audit, including access to all requested records, data and information. Inquire of the independent auditors whether there have been any disagreements with management, which, if not satisfactorily resolved, would have caused them to issue a nonstandard report on the Company’s financial statements.
10.	Obtain assurance that the independent auditors have not discovered or become aware of information indicating any illegal act by the Company.
11.	Actively engage in a dialogue with the independent auditors with respect to any disclosed relationships or services that may impact the objectivity and independence of the independent auditors, and take (or recommend that the full Board take) appropriate action to oversee the independence of the independent auditors.
*Other*
1.	Obtain an oral report, at least annually, from the Company’s general counsel concerning legal and regulatory matters that may have a material impact on the financial statements.
2.	Establish procedures for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters, and the confidential, anonymous submission by employees of concerns regarding questionable accounting or auditing.
3.	Review and approve the internal audit staff functions, including: (i) purpose, authority and organizational reporting lines; (ii) annual audit plan, budget and staffing; and (iii) the appointment and replacement of the senior internal audit executive.
4.	Review significant reports prepared by the internal audit department together with management’s response and follow-up to those reports.
5.	Review with management, internal audit and the independent auditors the methods used to establish and monitor the Company’s policies with respect to unethical or illegal activities by Company employees that may have a material impact on the financial statements.
6.	Discuss with management and the independent auditors any correspondence with regulators or governmental agencies and any published reports that raise material issues regarding the Company’s financial statements or accounting policies.
7.	Prepare the report from the Committee that the SEC requires to be included in the Company’s annual proxy statement.
8.	On an annual basis, conduct a self-assessment of its performance during the previous year. In addition, from time to time, the Board may conduct a similar assessment of the Committee.