Corporate Governance : Audit Committee Charter

1. Oversee the quality, integrity and reliability of the financial statements and other financial information the Company provides to any governmental body or the public;
   
   
2. Oversee the Company’s compliance with legal and regulatory requirements;
   
   
3. Oversee the independent auditors’ qualifications, independence and performance;
   
   
4. Oversee the performance of the Company’s internal audit function;
   
   
5. Oversee the Company’s systems of internal controls regarding finance, accounting, legal compliance and ethics that management and the Board have established;
   
   
6. Provide an open avenue of communication among the independent auditors, financial and senior management, the internal auditing department, and the Board, always emphasizing that the independent auditors are accountable to the Committee;
   
   
7. Produce an annual committee report as required by the Securities and Exchange Commission’s rules and regulations; and
   
   
8. Perform such other functions as the Board may assign to the Committee from time to time.
   
   

Financial Statement and Disclosure Matters.

1. Review and discuss with management and the independent auditor the annual audited financial statements, including disclosures made in management’s discussion and analysis, and recommend to the Board whether the audited financial statements should be included in the Company’s Form 10-K.
   
   
2. Review and discuss with management and the independent auditor the Company’s quarterly financial statements prior to the filing of its Form 10-Q, including the results of the independent auditor’s reviews of the quarterly financial statements.
   
   
3. At the completion of the annual audit, discuss with management and the independent auditor (a) any significant financial reporting issues and judgments made in connection with the preparation of the Company’s financial statements, including any significant changes in the Company’s selection or application of accounting principles, (b) any major issues as to the adequacy of the Company’s internal controls and any special audit steps adopted in light of material control deficiencies, (c) the development, selection and disclosure of critical accounting estimates, and (d) analyses of the effect of alternative assumptions or estimates of, or application of generally accepted accounting principles (“GAAP”) to, the Company’s financial statements.
   
   
4. Discuss with management the types of information to be disclosed and the type of presentation to be made in the Company’s earnings press releases, including the use of “pro forma” or “adjusted” non-GAAP information, as well as financial information and earnings guidance provided to analysts and rating agencies. The Committee need not discuss in advance each earnings release or each instance in which the Company may provide earnings guidance.
   
   
5. Discuss with management and the independent auditor the effect of regulatory and accounting initiatives as well as off-balance sheet structures on the Company’s financial statements.
   
   
6. Discuss with management and the independent auditor the Company’s major financial risk exposures and the steps management has taken to monitor and control such exposures, including the Company’s risk assessment and risk management policies.
   
   
7. Discuss with the independent auditor the matters required to be discussed by Statement on Auditing Standards No. 61 relating to the conduct of the audit. In particular, discuss:
   
   
   1. The adoption of, or changes to, the Company’s significant auditing and accounting principles and practices as suggested by the independent auditor, internal auditors or management.
      
      
   2. The management letter provided by the independent auditor and the Company’s response to that letter.
      
      
   3. Any difficulties encountered in the course of the audit work, including any restrictions on the scope of activities or access to requested information, and any significant disagreements with management.
      
      

Oversight of the Company’s Relationship with the Independent Auditor

1. Annually (a) select and engage the Company’s independent auditors retained to audit the financial statements of the Company; (b) review, evaluate and determine the compensation of the independent auditors; and (c) evaluate the performance, independence and on-going qualifications of the independent auditors, including considering whether the provision of non-audit services is compatible with maintaining the auditor’s independence, and taking into account the opinions of management and the internal auditor. The Committee shall present its conclusions to the Board and, if so determined by the Committee, recommend that the Board take additional action to satisfy itself of the qualifications, performance and independence of the auditor.
   
   
2. Dismiss the independent auditors if it determines, in its sole discretion, that such action is necessary.
   
   
3. Review the experience and qualifications of the senior members of the independent auditor team.
   
   
4. Obtain and review a report from the independent auditor at least annually regarding (a) the auditor’s internal quality-control procedures, (b) any material issues raised by the most recent quality-control review, or peer review, of the firm, 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 firm, (c) any steps taken to deal with any such issues, (d) all relationships between the independent auditor and the Company, and (e) registration of the independent auditor with the Public Company Accounting Oversight Board.
   
   
5. Assure the regular rotation of the lead audit partner of the independent auditing firm as required by law, and consider whether, in order to assure continuing auditor independence, there should be regular rotation of the independent auditing firm itself.
   
   
6. Set clear hiring policies for employees or former employees of the independent auditor.
   
   
7. Receive a letter from the Company’s independent audit team detailing any issues regarding the audit of the Company on which they consulted the national office of the independent auditor and confirming that it is the policy of the independent auditor that decisions of the national office cannot be overruled by the local office. If there were any such issues, the Committee may, if it deems it appropriate, discuss such issues with the national office of the independent auditor, or receive a letter from the national office discussing such issues.
   
   
8. Meet with the independent auditor prior to the initiation of the annual audit to discuss (a) the planning and staffing of the audit, (b) the independent auditors’ process for identifying and responding to key audit and internal control risks, and (c) the scope and approach of the annual audit to assure completeness of coverage of key business controls and risk areas.
   
   
9. Instruct the independent auditors to report directly to the Committee any problems or difficulties incurred in connection with the audit, including any restrictions on the scope of activities or access to required information, or any disagreements with management and resolve any disagreements between management and the independent auditors regarding financial reporting that are brought to the attention of the Committee.
   
   
10. Approve in advance any audit services and all permitted audit-related services, tax services, and other non-audit services to be performed for the Company by its independent auditors. The Committee may delegate its pre-approval authority for these services to one or more members, whose decisions shall be presented to the full Committee at its scheduled meetings. Each of these services must receive specific pre-approval by the Committee unless the Committee has provided general pre-approval for such category of services in accordance with policies and procedures that comply with applicable laws and regulations.
    
    

Oversight of the Company’s Internal Audit Function

1. Review the appointment, performance and replacement of the senior internal auditing executive.
   
   
2. Discuss with the senior internal auditing executive the significant reports to management prepared by the internal auditing department and management’s responses to such reports.
   
   
3. Discuss with the senior internal auditing executive the internal audit department responsibilities, budget and staffing and any recommended changes in the planned scope of the internal audit.
   
   

Compliance Oversight Responsibilities

1. Obtain from the independent auditor assurance that it has complied with the requirements applicable to it under Section 10A of the Securities Exchange Act of 1934.
   
   
2. Obtain reports from management, the Company’s senior internal auditing executive and/or the independent auditor regarding whether the Company and its subsidiary/foreign affiliated entities are in conformity with applicable legal requirements and the Company’s Code of Business Conduct and Ethics. Review reports and disclosures of insider and affiliated party transactions. Advise the Board with respect to the Company’s policies and procedures regarding compliance with applicable laws and regulations and with the Company’s Code of Business Conduct and Ethics.
   
   
3. Discuss with management and the independent auditor any correspondence with regulators or governmental agencies and any employee complaints or published reports that raise material issues regarding the Company’s financial statements or accounting policies.
   
   
4. Discuss with the Company’s officers legal matters that may have a material impact on the financial statements or the Company’s compliance policies.
   
   
5. Establish procedures for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters, as well as for confidential, anonymous submissions by Company employees of concerns regarding questionable accounting or auditing matters. Investigate at its discretion any complaint brought to its attention, which investigation may include reviewing the books, records and facilities of the Company and interviewing Company officers or employees.
   
   
6. Periodically discuss separately with management, the independent auditors and the internal auditors the adequacy and integrity of the Company’s accounting policies and procedures and internal accounting controls, the completeness and accuracy of the Company’s financial disclosure and the extent to which major recommendations made by the independent auditors or the internal auditors have been implemented or resolved.
   
   

1. Meetings. The Committee shall meet at the call of its Chair, two or more members of the Committee, or the Chairman of the Board. Meetings may, at the discretion of the Committee, include members of the Company’s management, independent consultants, and such other persons as the Committee or its Chair may determine. The Committee may meet in person, by telephone conference call, or in any other manner in which the Board is permitted to meet under law or the Company’s bylaws.
   
   
2. Quorum and Approval. A majority of the members of the Committee shall constitute a quorum. The Committee shall act on the affirmative vote of a majority of members present at a meeting at which a quorum is present. The Committee may also act by unanimous written consent in lieu of a meeting.
   
   
3. Rules. The Committee may determine additional rules and procedures, including designation of a Chair pro tempore in the absence of the Chair, at any meeting thereof.
   
   
4. Reports. The Committee shall make regular reports to the Board, directly or through the Chair.
   
   
5. Review of Charter. Each year, the Committee shall review and reassess the adequacy of this Charter and recommend any proposed changes to the Board for approval.
   
   
6. Performance Review. Each year, the Committee shall review and evaluate its own performance and shall submit itself to the review and evaluation of the Board.
   
   
7. Fees. Each member of the Committee shall be paid the fee set by the Board for his or her services as a member of, or Chair of, the Committee.