Audit Committee

The purposes of the Audit Committee are to:

1. assist Board oversight (i) of the integrity of the Company's financial statements, (ii) of the Company's compliance with legal and regulatory requirements, (iii) in assessing the independent auditors' qualifications and independence, and (iv) in assessing the performance of the independent auditor and the Company's internal audit function; and
2. prepare an audit committee report as required by the SEC for inclusion in the Company's annual proxy statement.

The Audit Committee shall meet at least once every fiscal quarter, or more frequently if circumstances dictate, to discuss with management the annual audited financial statements, quarterly financial statements, and quarterly financial results. Periodically, the Audit Committee should meet separately with each of management, the internal auditors and the independent auditors to discuss any matters that the Audit Committee or any of these persons or firms believe should be discussed privately. The Audit Committee may request any officer or employee of the Company, the independent auditors or any other person to attend a meeting of the Audit Committee or to meet with any members of, or consultants to, the Audit Committee. Members of the Audit Committee may participate in a meeting of the Audit Committee by means of conference call or similar communications equipment by means of which all persons participating in the meeting can hear each other.

To carry out its purposes, the Audit Committee shall have the following duties and responsibilities:

1. with respect to the independent auditors,
   1. to be directly responsible for the appointment, compensation, retention and oversight of the work of the independent auditors (including the resolution of disagreements between management and the independent auditors regarding financial reporting), who shall report directly to the Audit Committee;
   2. to be directly responsible for the appointment, compensation, reten-tion and oversight of the work of any other registered public accounting firm engaged for the purpose of preparing or issuing an audit report or to perform audit, review or attestation services, which firm shall also report directly to the Audit Committee;
   3. to pre-approve, or to adopt appropriate procedures to pre-approve, all audit and non-audit services to be provided by the independent auditors;
   4. to ensure that the independent auditors prepare and deliver annually an Auditors’ Statement (as defined below) (it being understood that the independent auditors are responsible for the accuracy and completeness of the Auditors’ Statement), and to discuss with the independent auditors any relationships or services disclosed in the Auditors’ Statement that may impact the quality of audit services or the objectivity and independence of the Company’s independent auditors;
   5. to obtain from the independent auditors 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 within generally accepted accounting principles for policies and practices related to material items that have been discussed with management, ramifications of the use of such alternative disclosures and treatments, and the treatment preferred by the independent auditors, and any material written communications between the independent auditors and management, such as any “management” letter or schedule of unadjusted differences;
   6. to review and evaluate the qualifications, performance and independence of the engagement partner of the independent auditors;
   7. to discuss with management the timing and process for implementing the rotation of the engagement 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;
   8. to review and approve all related party transactions of the Company that are required to be disclosed under Item 404 of Regulation S-K other than any transaction submitted for approval by a committee of independent directors under the Company’s Related Party Transaction Approval Policy; and
   9. to take into account the opinions of management, and Internal Audit in assessing the independent auditor’s qualifications, performance and independence; the term “Internal Audit”) refers to the Company’s internal audit function and shall include any consultants, contractors or similar persons or entities engaged for the Company by the Audit Committee to provide internal audit services (an “IA Services Provider”);
2. with respect to the Internal Audit,
   1. to review the appointment and replacement of such individuals in Internal Audit as the Audit Committee deems appropriate;
   2. to review and evaluate the qualifications and performance of any IA Services Provider;
   3. to make such determinations as to the division of responsibilities with Internal Audit as the Audit Committee deems appropriate;
   4. to advise Internal Audit that it is expected to provide to the Audit Committee summaries of and, as appropriate, the significant reports to management prepared by Internal Audit and management’s responses thereto; and
   5. to review and coordinate the agenda, scope, priorities, plan and authority of the Intern Audit;
3. with respect to accounting principles and policies, financial reporting and internal control over financial reporting,
   1. to advise management, Internal Audit and the independent auditors that they are expected to provide to the Audit Committee a timely analysis of significant issues and practices relating to accounting principles and policies, financial reporting and internal control over financial issues and practices;
   2. to consider any reports or communications (and management’s and/or Internal Audit’s responses thereto) submitted to the Audit Committee by the independent auditors required by or referred to in SAS 114 (as codified by AU Section 380), as it may be modified or supplemented, including reports and communications related to:
      • deficiencies, including significant deficiencies or material weaknesses, in internal control identified during the audit or other matters relating to internal control over financial reporting;
      • consideration of fraud in a financial statement audit;
      • detection of illegal acts;
      • the independent auditor's responsibility under generally accepted auditing standards;
      • any restriction on audit scope;
      • significant accounting policies;
      • issues discussed with the national office respecting auditing or accounting issues presented by the engagement;
      • management judgments and accounting estimates;
      • any accounting adjustments arising from the audit that were noted or proposed by the auditors but were passed (as immaterial or otherwise);
      • the responsibility of the independent auditor for other information in documents containing audited financial statements;
      • disagreements with management;
      • consultation by management with other accountants;
      • major issues discussed with management prior to retention of the independent auditor;
      • difficulties encountered with management in performing the audit;
      • the independent auditor's judgments about the quality of the entity's accounting principles;
      • review of interim financial information conducted by the independent auditor; and
      • the responsibilities, budget and staffing of the Company's internal audit function;
   3. to discuss with the Company's General Counsel any significant legal, compliance or regulatory matters that may have a material effect on the financial statements or the Company's business, financial statements or compliance policies, including material notices to or inquiries received from governmental agencies;
   4. to discuss and review the type and presentation of information to be included in earnings press releases;
   5. to discuss the Company’s earnings and related press releases, as well as financial information and earnings guidance provided to analysts and ratings agencies, which discussion may be done generally (i.e., a discussion of the types of information to be disclosed and the type of presentation to be made) and which discussion need not be conducted in advance of the earnings release or other instance in which the Company may provide earnings guidance;
   6. to meet with management and/or the independent auditors and if appropriate, Internal Audit:
      • to discuss the scope of the annual audit;
      • to discuss the audited financial statements and quarterly financial statements, including the Company's disclosures under "Management's Discussion and Analysis of Financial Condition and Results of Operations";
      • to discuss any significant matters arising from any audit, including any audit problems or difficulties, whether raised by management, the Internal Audit or the independent auditors, relating to the Company’s financial statements;
      • to discuss any difficulties the independent auditors encountered in the course of the audit, including any restrictions on their activities or access to requested information and any significant disagreements with management;
      • to discuss any "management" or "internal control" letter issued, or proposed to be issued, by the independent auditors to the Company;
      • to review the form of opinion the independent auditors propose to render to the Board of Directors and shareholders; and
      • to discuss, as appropriate: (a) any major issues regarding accounting principles and financial statement presentations, including any significant changes in the Company’s selection or application of accounting principles, and major issues as to the adequacy of the Company’s internal controls and any special audit steps adopted in light of material control deficiencies; (b) analyses prepared by management and/or the independent auditors setting forth significant financial reporting issues and judgments made in connection with the preparation of the financial statements, including analyses of the effects of alternative GAAP methods on the financial statements; and (c) the effect of regulatory and accounting initiatives, as well as off-balance sheet structures, on the financial statements of the Company;
   7. to inquire of the Company’s chief executive officer and chief financial officer as to the existence of any significant deficiencies or material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information and as to the existence of any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting;
   8. to discuss guidelines and policies governing the process by which senior management of the Company and the relevant departments of the Company assess and manage the Company’s exposure to risk, and to discuss the Company’s major financial risk exposures and the steps management has taken to monitor and control such exposures;
   9. to obtain from the independent auditors, assurance that the audit was conducted in a manner consistent with Section 10A of the Securities Exchange Act of 1934, as amended, which sets forth certain procedures to be followed in any audit of financial statements required under the Securities Exchange Act of 1934;
   10. to establish procedures for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters, and for the confidential, anonymous submission by employees of the Company or any provider of accounting related services of concerns regarding questionable accounting or auditing matters and review submissions and the treatment of any such complaints;
   11. to review and discuss any reports concerning material violations submitted to it by Company attorneys or outside counsel pursuant to the SEC attorney professional responsibility rules (17 C.F.R. Part 205), the Company’s attorney reporting policies or otherwise; and
   12. to establish hiring policies for employees or former employees of the independent auditors;
4. with respect to reporting and recommendations,
   1. to prepare any report or other disclosures, including any recommendation of the Audit Committee, required by the rules of the SEC to be included in the Company's annual proxy statement;
   2. to review and reassess the adequacy of this Charter at least annually and recommend any changes to the full Board of Directors;
   3. to conduct the evaluation required by "Performance Evaluation" below; and
   4. to report its activities to the full Board of Directors on a regular basis and to make such recommendations with respect to the above and other matters as the Audit Committee may deem necessary or appropriate.

The independent auditors shall submit to the Audit Committee annually a formal written statement (the “Auditors’ Statement”) describing:  the auditors’ internal quality-control procedures; any material issues raised by the most recent internal quality-control review or peer review of the auditors, 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 auditors, and any steps taken to deal with any such issues; and (to assess the auditors’ independence) all relationships between the independent auditors and the Company, including each non-audit service provided to the Company and at least the matters set forth in the letter from the independent auditor required by the applicable requirements of the Public Company Accounting Oversight Board.

The Audit Committee may, in its discretion, delegate a portion of its duties and responsibilities to a subcommittee of the Audit Committee.  The Audit Committee may, in its discretion, delegate to one or more of its members the authority to pre-approve any audit or non-audit services to be performed by the independent auditors, provided that any such approvals are presented to the Audit Committee at its next scheduled meeting.

The Audit Committee shall conduct and review with the Board an annual performance evaluation of the Audit Committee, which evaluation shall compare the performance of the Audit Committee with the requirements of this Charter.  The performance evaluation shall also recommend to the Board any improvements to this Charter deemed necessary or desirable by the Audit Committee.  The performance evaluation by the Audit Committee shall be conducted in such manner as the Audit Committee deems appropriate.  The report to the Board may take the form of an oral report by the chairperson of the Audit Committee or any other member of the Audit Committee designated by the Audit Committee to make the report.

The Audit Committee shall have the resources and authority appropriate to discharge its responsibilities, including the authority to select, retain, terminate, and approve the fees and other retention terms of special or outside counsel, accountants or other experts and advisors, as it deems necessary or appropriate, without seeking approval of the Board or management.

The Company shall provide for appropriate funding, as determined by the Audit Committee, in its capacity as a committee of the Board, for payment of:

1. Compensation to the independent auditors and any other public accounting firm engaged for the purpose of preparing or issuing an audit report or performing other audit, review or attest services for the Company;
2. Compensation of any advisers employed by the Audit Committee; and
3. Ordinary administrative expenses of the Audit Committee that are necessary or appropriate in carrying out its duties.