Audit Committee Charter

 

 I. PURPOSE The primary function of the Audit Committee is to assist the Board of Directors in fulfilling its oversight responsibilities by reviewing: the financial reports and other financial information provided by the Corporation to the public; the Corporation's Systems of disclosure controls and internal controls regarding finance, accounting, legal compliance and ethics that management and the Board have established; and the Corporation's auditing, accounting and financial reporting processes generally. Consistent with this function, the Audit Committee should encourage continuous improvement of, and should promote adherence to, the Corporation's policies, procedures and practices at all levels. The Audit Committee's primary duties and responsibilities are to: • Serve as an independent and objective party to monitor the Corporation's financial reporting process, disclosure controls and internal control system. • Oversee the Corporation's compliance with legal and regulatory requirements. • Oversee the independent auditor's qualifications and independence. • Review and appraise the audit efforts of the Corporation's independent accountants and internal auditing activities. • Provide an open avenue of communication among the independent accountants, financial and senior management, the internal auditing function, and the Board of Directors. • Use best efforts to ensure the Corporation is in compliance with the provisions of the Sarbanes-Oxley Act of 2002. The Audit Committee will primarily fulfill these responsibilities by carrying out the activities enumerated in Section IV of this Charter and reporting regularly to the Board of Directors. The Corporation shall provide appropriate funding, as determined by the Audit Committee, for compensation to the independent auditor and to any advisors that the Audit Committee chooses to engage and for the ordinary administrative expenses of the Audit Committee that are necessary and appropriate in carrying out its duties. II. COMPOSITION The Audit Committee shall be comprised of three or more directors as determined by the Board of Directors. At the time of its formation, one member of the Audit Committee shall be an Independent Director, (as defined by applicable rules and regulations). Within 90 days of its formation, the majority of the members of the Audit Committee shall be Independent Directors and within one year of its formation all members of the Audit Committee shall be Independent Directors. The following persons shall not be considered Independent Directors:

AUDIT COMMITTEE OF THE BOARD OF DIRECTORS CHARTER

Corporate Headquarters 􀂃 6530 West Campus Oval 􀂃 New Albany, OH 43054 􀂃 Telephone (614) 289-5366 􀂃 Fax (614) 289-5367

(a) a director who is, or at any time during the past three years was, employed by the Corporation or by any parent or subsidiary of the Corporation; (b) a director who accepted, or who has a Family Member who accepted any payments from the Corporation or any parent or subsidiary of the Corporation in excess of $60,000 during the current or any of the past three fiscal years, other than the following: (i) compensation for board or board committee service; (ii) payments arising solely from investments in the Corporation's securities; (iii) compensation paid to a Family Member who is a non-executive employee of the Corporation or a parent or subsidiary of the Corporation; (iv) benefits under a tax-qualified retirement plan, or non-discretionary compensation; or (v) loans permitted under Section 13(k) of the Securities Exchange Act of 1934; (c) a director who is a Family Member of an individual who is, or at any time during the past three years was, employed by the Corporation or by any parent or subsidiary of the Corporation as an executive officer. Family Member means a person's spouse, parents, children, and siblings, whether by blood, marriage or adoption, or anyone residing in such person's home; (d) a director who is, or has a Family Member who is, a partner in, or a controlling shareholder or an executive officer of, any organization to which the Corporation made, or from which the Corporation received, payments for property or services in the current or any of the past three fiscal years that exceed 5% of the recipient's consolidated gross revenues for that year, or $200,000, whichever is more, other than the following: (i) payments arising solely from investments in the Corporation's securities; or (ii) payments under non-discretionary charitable contribution matching programs; (e) a director who is, or has a Family Member who is, employed as an executive officer of another entity where at any time during the past three years any of the executive officers of the Corporation serve on the compensation committee of such other entity; (f) a director who is, or has a Family Member who is, a current partner of the Corporation's outside auditor, or was a partner or employee of the Corporation's outside auditor who worked on the Corporation's audit at any time during any of the past three years; or (g) a director who has a relationship that, in the opinion of the Board of Directors, would interfere with the exercise of his or her independent judgment as a member of the Audit Committee. Further, all members of the Audit Committee shall meet the following additional criteria:

CVG Corporate Headquarters 􀂃 6530 West Campus Oval 􀂃 New Albany OH 43054

Telephone 614-289-5360 􀂃 Fax 614-289-5361 Email info@cvgrp.com

AUDIT COMMITTEE OF THE BOARD OF DIRECTORS CHARTER

Corporate Headquarters 􀂃 6530 West Campus Oval 􀂃 New Albany, OH 43054 􀂃 Telephone (614) 289-5366 􀂃 Fax (614) 289-5367

(x) Each member of the Audit Committee must meet the criteria for independence set forth in Rule 10A-3(b)(1) under the Securities Exchange Act of 1934 (subject to the exemptions provided in Rule 10A-3(b)(iv)); (y) not have participated in the preparation of the financial statements of the Corporation or any current subsidiary of the Corporation at any time during the past three years; and (z) Be able to read and understand fundamental financial statements, including a company's balance sheet, income statement, and cash flow statement. At least one member of the Audit Committee shall have accounting or related financial management expertise and be deemed an "audit committee financial expert", in compliance with the criteria established by the SEC and other regulations. The existence of such member shall be disclosed in periodic filings as required by the SEC. Audit Committee members may enhance their familiarity with finance and accounting by participating in educational programs conducted by the Corporation or an outside consultant. One director who is not independent under the criteria of established rules and regulations and is not a current officer or employee or a family member of such officer or employee, may be appointed to the Audit Committee, if the Board, under exceptional and limited circumstances, determines that membership on the committee by the individual is required in the best interest of the Corporation and its shareholders, and the Board discloses, in the next annual proxy statement subsequent to such determination, the nature of the relationship and the reason for the determination. A member appointed under this exception may not serve longer than two years and may not chair the Audit Committee. The members of the Audit Committee shall be elected by the Board of Directors at the annual organizational meeting of the Board of Directors or until their successors shall be duly elected and qualified. Unless a Chair is elected by the full Board of Directors, the members of the Audit Committee may designate a Chair by majority vote of the full Audit Committee membership. III. MEETINGS The Audit Committee shall meet at least four times annually, or more frequently as circumstances dictate. Each regularly scheduled meeting will conclude with an executive session of the Audit Committee absent members of management. As part of its job to foster open communication, the Audit Committee should meet at least annually with management, the director of the internal auditing function and the independent accountants in separate executive sessions to discuss any matters that the Audit Committee or each of these groups believe should be discussed privately. In addition, the Audit Committee or at least its Chair should meet with the independent accountants and management quarterly to review the Corporation's financial reporting consistent with Section IV.4 below.

CVG Corporate Headquarters 􀂃 6530 West Campus Oval 􀂃 New Albany OH 43054

Telephone 614-289-5360 􀂃 Fax 614-289-5361 Email info@cvgrp.com

AUDIT COMMITTEE OF THE BOARD OF DIRECTORS CHARTER

Corporate Headquarters 􀂃 6530 West Campus Oval 􀂃 New Albany, OH 43054 􀂃 Telephone (614) 289-5366 􀂃 Fax (614) 289-5367

The Audit Committee may request any officer or employee of the Corporation or the Corporation's outside counselor independent auditor to attend a meeting of the Audit Committee or to meet with any members of, or consultants to, the Audit Committee. A quorum of the Audit Committee shall be declared when a majority of the appointed members of the Audit Committee are in attendance. Meetings shall be scheduled at the discretion of the Audit Committee Chairman. Notice of the meetings shall typically be provided at least five days in advance. The Audit Committee may ask members of management or others to attend the meeting and provide pertinent information as necessary. The independent accountants or the director of the internal audit function may request a meeting with the Audit Committee at any time. IV. RESPONSIBILITIES AND DUTIES To fulfill its responsibilities and duties the Audit Committee shall: Documents/Reports Review 1. Review, assess the adequacy of, and update this Charter periodically, at least annually, as conditions dictate, and recommend changes to the Board of Directors. 2. Review the Corporation's annual and quarterly financial statements and any other significant reports (at the Audit Committee's discretion) or other financial information submitted to any governmental body, or the public, including any certification, report, opinion, or review rendered by the independent accountants. Annually, recommend to the Board of Directors whether the financial statements should be included in the annual report on Form 10-K. 3. Review the regular internal reports to management prepared by the internal auditing function or any other internal control report and management's responses to the recommendations (or summaries thereof). 4. Review with financial management and the independent accountants the Corporation’s Forms 10-K and 10-Q prior to their filing. The Chair of the Audit Committee may represent the entire Audit Committee for purposes of these reviews. 5. Review earnings press releases, including the type and presentation of information, paying particular attention to any pro forma or adjusted non-GAAP information. Such discussions may be in general terms (i.e., discussion of the types of information to be disclosed and the type of presentations to be made).

CVG Corporate Headquarters 􀂃 6530 West Campus Oval 􀂃 New Albany OH 43054

Telephone 614-289-5360 􀂃 Fax 614-289-5361 Email info@cvgrp.com

AUDIT COMMITTEE OF THE BOARD OF DIRECTORS CHARTER

Corporate Headquarters 􀂃 6530 West Campus Oval 􀂃 New Albany, OH 43054 􀂃 Telephone (614) 289-5366 􀂃 Fax (614) 289-5367

6. Review financial information and earnings guidance provided to analysts and ratings agencies. Such discussions may be in general terms (i.e., discussion of the types of information to be disclosed and the type of presentations to be made). Independent Accountants 7. Appoint, compensate, and oversee the work performed by the independent auditor for the purpose of preparing or issuing an audit report or related work. Review the performance of the independent auditors and remove the independent auditors if circumstances warrant. The independent auditors shall report directly to the Audit Committee and the Audit Committee shall oversee the resolution of disagreements between management and the independent auditors in the event that they arise. 8. Regularly review with the independent auditor any problems or difficulties and management's response, review the independent auditor's attestation and report on management's internal control report and hold timely discussions with the independent auditors regarding the following: • 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 auditor; • other material written communications between the independent auditor and management including, but not limited to, the management letter and schedule of unadjusted differences; and • an analysis of the auditor's judgment as to the quality of the Corporation's accounting principles, setting forth significant reporting issues and judgments made in connection with the preparation of the financial statements. 9. At least annually, obtain and review a report by the independent auditor 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, within the preceding five years, respecting one or more independent audits carried out by the firm, and any steps taken to deal with any such issues; and • (to assess the auditor's independence) all relationships between the independent auditor and the Corporation.

CVG Corporate Headquarters 􀂃 6530 West Campus Oval 􀂃 New Albany OH 43054

Telephone 614-289-5360 􀂃 Fax 614-289-5361 Email info@cvgrp.com

AUDIT COMMITTEE OF THE BOARD OF DIRECTORS CHARTER

Corporate Headquarters 􀂃 6530 West Campus Oval 􀂃 New Albany, OH 43054 􀂃 Telephone (614) 289-5366 􀂃 Fax (614) 289-5367

10. Review and pre-approve both audit and non-audit services (excluding prohibited nonaudit services as defined in the Sarbanes-Oxley Act of 2002) to be provided by the independent auditor (other than with respect to de minimis exceptions permitted by the Sarbanes-Oxley Act of 2002). This duty may be delegated to one or more designated members of the Audit Committee with any such pre-approval reported to the Audit Committee at its next regularly scheduled meeting. Approval of non-audit services shall be disclosed to investors in periodic reports required by Section 13(a) of the Securities Exchange Act of 1934. The Audit Committee shall establish policies and procedures for the engagement of the outside auditor to provide permissible non-audit services, which shall include pre-approval of such services. 11. Review annually the experience and qualifications of the lead partner and other senior members of the independent audit team and determine that all partner rotation requirements, as promulgated by applicable rules and regulations, are executed. The Audit Committee will also consider whether there should be rotation of the independent auditor itself. 12. Set clear hiring policies, compliant with governing laws or regulations, for employees or former employees of the independent auditor. Internal Audit 13. Review and advise on the selection and removal of the internal audit director. 14. Review the plan, activities, organization structure, and qualifications of the internal audit function. Financial Reporting Processes 15. In consultation with the independent accountants and the internal auditors, review their findings on the integrity of the Corporation's financial reporting processes, both internal and external. Also review the Corporation's internal control structure including disclosure controls and internal control over financial reporting. 16. Receive and review any disclosure from the Corporation’s Chief Executive Officer or Chief Financial Officer made in connection with the certification of the Corporation’s Forms 10-K and 10-Q of: • any significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Corporation’s ability to record, process, summarize, and report financial data; and • any fraud, whether or not material, that involves management or other employees who have a significant role in the Corporation’s internal controls.

CVG Corporate Headquarters 􀂃 6530 West Campus Oval 􀂃 New Albany OH 43054

Telephone 614-289-5360 􀂃 Fax 614-289-5361 Email info@cvgrp.com

AUDIT COMMITTEE OF THE BOARD OF DIRECTORS CHARTER

Corporate Headquarters 􀂃 6530 West Campus Oval 􀂃 New Albany, OH 43054 􀂃 Telephone (614) 289-5366 􀂃 Fax (614) 289-5367

17. Review major issues regarding accounting principles and financial statement presentations, including any significant changes in the Corporation’s selection or application of accounting principles; major issues as to the adequacy of the Corporation’s internal controls; and any special audit steps adopted in light of material control deficiencies. 18. Review analyses prepared by management and the independent accountants 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. 19. Review the effect of regulatory and accounting initiatives, as well as off-balance sheet structures, on the Corporation’s financial statements. 20. Review and approve all related party transactions. 21. Establish and maintain procedures for the receipt, retention, and treatment of complaints regarding accounting, internal accounting controls or auditing matters. 22. Establish and maintain procedures for the confidential, anonymous submission by employees of the Corporation regarding questionable accounting or auditing matters. Process Improvement 23. Establish regular and separate systems of reporting to the Audit Committee by each of management, the independent accountants and the internal auditors regarding any significant judgments made in management's preparation of the financial statements and the view of each as to appropriateness of such judgments. 24. Following completion of the annual audit, review separately with each of management, the independent accountants and the internal auditing function any significant difficulties encountered during the course of the audit, including any restrictions on the scope of work or access to required information. 25. Review any significant disagreement among management and the independent accountants or the internal auditing function in connection with the preparation of the financial statements. 26. Review with the independent accountants, the internal auditing function and management the extent to which changes or improvements in financial or accounting practices, as approved by the Audit Committee, have been implemented. (This review should be conducted at an appropriate time subsequent to implementation of changes or improvements, as decided by the Audit Committee.)

CVG Corporate Headquarters 􀂃 6530 West Campus Oval 􀂃 New Albany OH 43054

Telephone 614-289-5360 􀂃 Fax 614-289-5361 Email info@cvgrp.com

AUDIT COMMITTEE OF THE BOARD OF DIRECTORS CHARTER

Corporate Headquarters 􀂃 6530 West Campus Oval 􀂃 New Albany, OH 43054 􀂃 Telephone (614) 289-5366 􀂃 Fax (614) 289-5367

27. Conduct an annual performance assessment relative to the Audit Committee’s purpose, duties and responsibilities outlined herein. Ethical and Legal Compliance 28. Establish, review and update periodically a Code of Ethics for Senior Financial Employees and ensure that management has established a system to enforce this Code. Ensure that the code is in compliance with all applicable rules and regulations. 29. Review management's monitoring of the Corporation's compliance with the Ethical Code, and ensure that management has the proper review system in place to ensure that Corporation's financial statements, reports and other financial information disseminated to governmental organizations and the public satisfy legal requirements. 30. Review, with the Corporation's counsel, legal compliance matters including corporate securities trading policies. 31. Review with the Corporation's counsel, any legal matter that could have a significant impact on the organization's financial statements. 32. Meet with the Chief Executive Officer and the Chief Financial Officer on a quarterly basis to review their Section 302 and 906 certifications. 33. Perform any other activities consistent with this Charter, the Corporation's By-laws and governing law, as the Audit Committee or the Board deems necessary or appropriate. Risk Management 34. Review and evaluate risk management policies in light of the Corporation's business strategy, capital strength, and overall risk tolerance. The Audit Committee also shall evaluate on a periodic basis and discuss with management the Corporation's risk assessment and risk management policies, including the internal system to review operational risks, procedures for investment and trading, and safeguards to ensure compliance with procedures. 35. Review the management of pension assets and liabilities including the performance of the pension fund managers. 36. Review the Corporation's policies towards management and controls over cash and investments, currency exposures, interest rate and commodities risks, in particular where hedging activities are undertaken.

CVG Corporate Headquarters 􀂃 6530 West Campus Oval 􀂃 New Albany OH 43054

Telephone 614-289-5360 􀂃 Fax 614-289-5361 Email info@cvgrp.com

AUDIT COMMITTEE OF THE BOARD OF DIRECTORS CHARTER

Corporate Headquarters 􀂃 6530 West Campus Oval 􀂃 New Albany, OH 43054 􀂃 Telephone (614) 289-5366 􀂃 Fax (614) 289-5367

Tax Policies 37. Review periodically the Corporation's tax status and any pending audits or assessments. Management Letter 38. Review with the independent auditor any management letter provided by the auditor and the Corporation's response to that letter. Audit Committee Report 39. Prepare the Audit Committee report required by the rules of the Securities and Exchange Commission to be included in the Corporation's annual proxy statement. Compliance With Laws and Regulations 40. Advise the Board with respect to the Corporation's policies and procedures regarding compliance with applicable laws and regulations. Additional Responsibilities and Duties 41. Have such additional responsibilities and perform such additional duties as are specifically delegated to the Audit Committee by the Board from time to time. V. CONFLICT OF INTEREST In the event that an Audit Committee member faces a potential or actual conflict of interest with respect to a matter before the Audit Committee, that Audit Committee member shall be responsible for alerting the Audit Committee Chairman, and in the case where the Audit Committee Chairman faces a potential or actual conflict of interest, the Audit Committee Chairman shall advise the Chairman of the Board. In the event that the Audit Committee Chairman or the Chairman of the Board concurs that a potential or actual conflict of interest exists, an independent substitute Director shall be appointed as an Audit Committee member until the matter, posing the potential or actual conflict of interest, is resolved. VI. REPORTS The Audit Committee will report regularly to the Board with respect to its activities and its recommendations. When presenting any recommendation or advice to the Board, the Audit Committee will provide such background and supporting information as may be necessary for the Board to make an informed decision. The Audit Committee will keep minutes of its meetings and will make such minutes available to the full Board for its review.

CVG Corporate Headquarters 􀂃 6530 West Campus Oval 􀂃 New Albany OH 43054

Telephone 614-289-5360 􀂃 Fax 614-289-5361 Email info@cvgrp.com

AUDIT COMMITTEE OF THE BOARD OF DIRECTORS CHARTER

Corporate Headquarters 􀂃 6530 West Campus Oval 􀂃 New Albany, OH 43054 􀂃 Telephone (614) 289-5366 􀂃 Fax (614) 289-5367

The Audit Committee shall report to shareholders in the Corporation's proxy statement for its annual meeting whether the Audit Committee has satisfied its responsibilities under this charter. VII. AUTHORIZATIONS The Audit Committee is authorized to confer with Corporation management and other employees to the extent it may deem necessary or appropriate to fulfill its duties. The Audit Committee is authorized to conduct or authorize investigations into any matters within the Audit Committee's scope of responsibilities. The Audit Committee also is authorized to seek outside legal or other advice to the extent it deems necessary or appropriate, provided it shall keep the Board advised as to the nature and extent of such outside advice.