Composition of the Audit Committee
Purposes of the Committee
Meetings of the Committee
Duties and Powers of the Committee
Resources and Authority of the Committee

The St. Joe Company Audit Committee Charter

I. Composition of the Audit Committee: The Audit Committee (the “Committee”) of the Board of Directors (the “Board”) of The St. Joe Company (the Company”) shall be comprised of three or more directors, each of whom shall satisfy the applicable membership requirements under the rules of the New York Stock Exchange, Inc. and the Sarbanes-Oxley Act of 2002, together with the rules promulgated thereunder, as such requirements are interpreted by the Board in its business judgment. The Board shall also determine that each member is “financially literate”, that one member has “accounting or related financial management expertise”, and whether any member of the Committee is an “audit committee financial expert” as such qualifications are interpreted by the Board in its business judgment.

The members of the Committee shall be appointed by the Board and shall serve until such member’s successor is duly elected and qualified or until such member’s earlier resignation or removal. The members of the Committee may be removed, with or without cause, by a majority vote of the Board. The Board shall designate one member of the Committee as its Chairperson.

No director may serve as a member of the Committee if he or she serves on the audit committees of more than 2 other public companies unless the Board determines that such simultaneous service would not impair the ability of such director to effectively serve on the Committee, and discloses this determination in the Company’s annual proxy statement. No member of the Committee may receive, directly or indirectly, any consulting, advisory or other fee from the Company other than directors’ fees which may be received in cash, stock options or other in-kind consideration ordinarily available to directors, a pension or other deferred compensation that is not contingent upon future service and any other regular benefits ordinarily available to directors.

II. Purposes of the Committee: To fulfill responsibilities to the Company's shareholders, potential shareholders and the investment community, the Committee will provide independent and objective oversight of the Company's accounting functions and internal controls and will monitor the objectivity of the Company's financial statements.

The Committee will assist Board oversight of:

1. The integrity of the Company’s financial statements.
2. The Company’s compliance with legal and regulatory requirements.
3. The independent accountant’s qualifications and independence.
4. The performance of the Company’s internal audit function and independent accountants.

In addition, the Committee will prepare all the Committee reports required under the law and will provide an open avenue of communication between the Company’s financial management, accounting staff, independent accountants, and the Board.

III. Meetings of the Committee:  The Committee shall meet at least four times a year, with authority to convene additional meetings as circumstances require. The Committee may invite any officer or employee of the Company to attend meetings. Minutes will be prepared and the Committee will report to the Board the results of its meetings. The Company’s General Counsel, or in the absence of the General Counsel such person as may be designated by the Chairperson of the Committee, shall serve as Secretary to the Committee. Except as expressly provided in this Charter, the By-laws of the Company or the Company's Corporate Governance Guidelines, or as required by law, regulation or New York Stock Exchange, Inc. listing standards, the Committee shall establish its own rules of procedure. The Committee shall meet separately at least quarterly with management, one or more internal auditors and the independent accountants to discuss any matters the Committee or any of these persons or firms believe should be discussed confidentially. The Committee shall meet in executive session at least quarterly.

IV. Duties and Powers of the Committee: The function of the Committee is oversight. The Company’s management is responsible for the preparation, presentation and integrity of the Company’s financial statements. The Company’s management is responsible for maintaining appropriate accounting and financial reporting principles and policies and internal controls and procedures that provide for compliance with accounting standards and applicable laws and regulations. The independent accountants are responsible for planning and carrying out a proper audit of the Company’s annual financial statements, reviews of the Company’s quarterly financial statements prior to the filing of each quarterly report on Form 10-Q, and other procedures. In fulfilling their responsibilities, it is recognized that members of the Committee are not full-time employees of the Company and are not, and do not represent themselves to be, performing the functions of auditors or accountants. As such, it is not the duty or responsibility of the Committee or its members to conduct “field work” or other types of auditing or accounting reviews or procedures or to set auditor independence standards.

The independent accountants for the Company are accountable to the Committee as representatives of the shareholders. The Committee is directly responsible for the appointment, retention, compensation and oversight of the work of the independent accountants (including resolving differences between management and the independent accountants regarding financial reporting). The independent accountants shall report directly to the Committee.

The independent accountants shall submit to the Committee annually a formal written statement of fees billed for each of the following categories of services rendered by the independent accountants:

1. The audit of the Company’s annual financial statements for the most recent fiscal year and the review of the financial statements included in the Company’s Quarterly Reports on Form 10-Q or services that are normally provided by the independent accountants in connection with statutory and regulatory filings or engagements.
2. Assurance and related services not included in (1) above that are reasonably related to the audit or review of the Company’s financial statements, in the aggregate and by each service.
3. Tax compliance, tax advice and tax planning services, in the aggregate and by each service.
4. All other services rendered by the independent accountants, in the aggregate and by each service.

To fulfill its duties and responsibilities, the Committee will:

1. Pre-approve all audit and non-audit services to be provided by the independent accountants. The Committee may adopt appropriate procedures to delegate authority to pre-approve such services to one or more of its members.
2. Obtain and review, at least annually, a report from the independent accountants describing: the independent accountants’ internal quality-control procedures; any material issues raised by the most recent internal quality-control review, or peer review, of the independent accountants, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years, respecting one or more independent audits carried out by the independent accountants, and any steps taken to deal with any such issues; and all relationships between the independent accountants and the Company, including the matters set forth in Independence Standards Board Standard No. 1. Discuss with the independent accountants any issues or relationships disclosed in such report that, in the judgment of the Committee, may have an impact on the competence or independence of the independent accountants.
3. Obtain from the independent accountants in connection with any audit a timely report relating to the Company’s annual audited financial statements describing all critical accounting policies and practices used, 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 accountants, and any material communications between the independent accountants and management, such as any management letter or schedule of unadjusted differences.
4. Review and evaluate the qualifications, performance and independence of the lead partner of the independent accountants.
5. Discuss with management the timing and process for implementing the rotation of the lead audit partner, the concurring partner and any other active audit engagement team partner and consider whether there should be a regular rotation of the audit firm itself.
6. Take into account the opinions of management in assessing the independent accountants’ performance, qualifications and independence.
7. Advise management and the independent accountants that they are expected to provide to the Committee a timely analysis of significant financial reporting issues and practices.
8. Consider any reports or communications and management’s responses thereto submitted to the Committee by the independent accountants required by or referred to in SAS 61 as codified by AU Section 380, as may be modified or supplemented, including reports and communications related to:
   i) deficiencies noted in any audit concerning the design or operation of internal controls;
   (ii) consideration of fraud in a financial statement audit;
   (iii) detection of illegal acts;
   (iv) the independent accountants’ responsibility under generally accepted auditing standards;
   (v) any restrictions on the scope of any audit;
   (vi) significant accounting policies;
   (vii) significant issues discussed with the national office regarding auditing or accounting issues presented by the engagement;
   (viii) management judgments and accounting estimates;
   (ix) any accounting adjustments arising from the audit;
   (x) the responsibility of the independent accountants for other information in documents containing audited financial statements;
   (xi) disagreements with management;
   (xii) consultation by management with other accountants;
   (xiii) major issues discussed with management prior to retention of the independent accountants;
   (xiv) difficulties encountered with management in performing the audit;
   (xv) the independent accountants’ judgments about the quality of the Company’s accounting principles; and
   (xvi) reviews of interim financial information conducted by the outside auditors.
9. Meet with management and/or the independent accountants to;(i) discuss the scope of the annual audit;
   (ii) discuss the annual audited financial statements and quarterly financial statements, including reviewing the Company's specific disclosures under "Management's Discussion and Analysis of Financial Condition and Results of Operations" in the Company's Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q;
   (iii) discuss any significant matters arising from any audit, whether raised by management or the independent accountants, relating to the Company’s financial statements;
   (iv) discuss any “management” or “internal control” letter issued or proposed to be issued by the independent accountants to the Company;
   (v) discuss any difficulties the independent accountants encountered in the course of the audit engagement, including any restrictions on their activities or access to required information and of any significant disagreements with management;
   (vi) review the form of opinion the outside auditors propose to render to the Board and shareholders;
   (vii) discuss significant changes to the Company’s auditing and accounting principles, policies, controls, procedures and practices proposed or contemplated by the independent accountants or management; and
   (viii) inquire about significant risks and exposures, if any, and the steps taken to monitor and minimize such risks.
10. Discuss with management the CEO’s and CFO’s evaluations of the Company’s disclosure controls and procedures.
11. Discuss with management and the independent accountants the Company’s policies with respect to risk assessment and risk management.
12. Obtain from the independent accountants assurance that the audit was conducted in a manner consistent with Section 10A of the Securities Exchange Act of 1934, as amended.
13. Discuss with the Company’s General Counsel any significant legal matters that may have a material effect on the Company’s financial statements and the Company’s compliance policies, including material notices to or inquiries received from governmental agencies.
14. Discuss earnings press releases, as well as financial information and earnings guidance provided to analysts and ratings agencies, it being understood that such discussions may, in the discretion of the Committee, be done generally (i.e., by discussing the types of information to be disclosed and the type of presentation to be made) and that the Committee need not discuss in advance each earnings release or each instance in which the Company gives earnings guidance.
15. Establish and oversee 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 the Company of concerns regarding questionable accounting or auditing matters. Periodically with management and internal audit, review these procedures and any significant complaints received.
16. Set clear hiring policies for employees or former employees of the independent accountants.
17. Prepare any report or other disclosures, including any recommendations of the Committee, required by the rules of the Securities and Exchange Commission to be included in the Company’s annual proxy statement.
18. Review this Charter at least annually and recommend any changes to the Board.
19. To report its actions to the Board on a regular basis and to make such recommendations with respect to the above and other matters as the Committee may deem necessary or appropriate.
20. Conduct an annual performance evaluation of the Committee.

V. Resources and Authority of the Committee:  The Committee shall have the resources and authority appropriate to discharge its responsibilities, including the authority to engage special or independent counsel, accountants or other experts and advisors.