Corporate Governance





Audit Committee


The function of the Audit Committee is to assist the Board in fulfilling its oversight responsibilities to stockholders, potential stockholders and the investment community through regular or special meetings with management and the independent accountants on matters relating to:


the integrity of the Company's financial statements, financial reporting in the Quarterly Reports on Form 10-Q and the Annual Report on Form 10-K and disclosure controls and procedures,

the performance of the Company's system of internal controls over financial reporting,

the performance of the Company's audit and accounting processes generally,

the qualifications and independence of the Company's independent accountants, and

the Company's systems and policies to comply with applicable laws and regulations.

In carrying out this function, the Audit  Committee provides independent and objective oversight of the performance of the Company's financial reporting process, system of internal controls and legal and regulatory compliance system.  The Audit Committee provides for open, ongoing communication among the independent accountants, financial and senior management, compliance officers and the Board concerning the Company's financial and compliance position and affairs.  The Audit Committee has the power to conduct or authorize investigations into any matters within its scope of responsibilities and has sole authority to retain special legal, accounting or other consultants to advise the committee and to approve the fees and other retention terms of such consultants.  The Audit Committee's responsibility is oversight, and it recognizes that the Company's management is responsible for preparing the Company's financial statements and complying with applicable laws and regulations.


The Audit Committee held four meetings during the fiscal year ended December 31, 2003.  The Audit Committee's members at December 31, 2003 were:  David B. Kilpatrick, Nuno Brandolini and Paul J. Hoenmans.  Mr. Kilpatrick has served as Chairman of the Audit Committee since July 30, 2003; John K. Howie, formerly a member of the Board, served as Chairman from April 15, 2003 to July 30, 2003, prior to which time Mr. Carney served as Chairman.  Each of the members of the Committee are "independent" as defined by the American Stock Exchange's listing standards and the Securities and Exchange Commission, and the Board has determined that Mr. Brandolini is an “audit committee financial expert” as defined in Item 401(h) of Regulation S-K promulgated by the Securities and Exchange Commission.