2004 Committee Charter : ATR

Mission Statement

The primary purpose of the Audit Committee (the "Committee") is to assist the Board of Directors in fulfilling its oversight responsibilities with respect to the integrity of financial statements and other financial information. The Committee will review the financial reporting process, the system of internal control, the audit process, the qualifications and independence of the Company's external auditor (the "Independent Auditor") and the Company's process for monitoring compliance with laws and regulations and with the Company's Code of Business Conduct and Ethics. In performing its duties, the Committee will maintain effective working relationships with the Board of Directors, management and the Independent Auditors. To effectively perform his or her role, each committee member will obtain an understanding of the Company's business operation and risks, as well as an understanding of the detailed responsibilities of committee membership.

While the Committee has the responsibilities and powers set forth in this Charter, it is not the duty of the Committee to plan or conduct audits or to determine that the Company's financial statements are complete and accurate and are in accordance with generally accepted accounting principles. The Company's financial statements are the responsibility of management. The Independent Auditors are responsible for planning and conducting audits to determine whether the financial statements present fairly in all material respects the financial position of the Company.

Membership

The Audit Committee shall be composed solely of directors of the Company, each of whom (a) shall have been determined by the Board to have no material relationship with the Company and (b) shall otherwise satisfy all applicable requirements for audit committee service, including requirements with respect to independence and financial literacy imposed by the New York Stock Exchange, the Securities Exchange Act of 1934 (the "Exchange Act") and the rules and regulations of the Securities and Exchange Commission (the "SEC"). One member of the Audit Committee shall be an "audit committee financial expert," as such term is defined by the SEC. The Audit Committee shall have at least three members. No director who serves on the audit committee of more than two public companies other than the Company shall be eligible to serve as a member of the Audit Committee. Determinations as to whether a particular director satisfies the requirements for membership on the Audit Committee shall be made by the Board.

The members of the Committee shall be appointed by the Board and shall serve for such term or terms as the Board may determine. A chairperson of the Committee shall be designated by the Board.


Meetings

The Committee shall meet as often as it determines, but not less frequently than quarterly. The Committee shall meet periodically with management and the Independent Auditor in separate executive sessions. The Committee may request any officer or employee of the Company or the Company's outside legal counsel or Independent Auditor to attend a meeting of the Committee or to meet with any members of, or consultants to, the Committee.

Roles and Responsibilities

The Committee shall:

Financial Statement and Disclosure Matters


1. Require that the Independent Auditors keep the Committee informed about fraud, illegal acts, and deficiencies in internal control and certain other matters.

2. Ask management about the Company's major financial risk exposures and the steps management has taken to monitor and control such exposures.

3. Discuss the annual audited financial statements and quarterly financial statements with management and the Independent Auditor, including the disclosures under the caption "Management's Discussion and Analysis of Financial Condition and Results of Operations," and recommend to the Board whether the audited financial statements should be included in the Company's Form 10-K.

4. Discuss 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 prior to their public release. Such discussion may be done generally (consisting of discussing the types of information to be disclosed and the types of presentations to be made).

5. Review the findings of any examinations (including comment letters) by the regulatory agencies such as the Securities and Exchange Commission.

6. Review reports to management prepared by the Independent Auditor or internal audit and any responses to the same by management.

7. Review with the Independent Auditor any audit problems or difficulties and management's response

8. Discuss with the Independent Auditor the Independent Auditor's judgment about the quality, not just the acceptability, of the accounting principles applied in the Company's financial reporting.


9. Obtain and review annually, prior to the completion of the Independent Auditor's annual audit of the Company's year-end financial statements, a report from the Independent Auditor, describing (a) all critical accounting policies and practices used in the preparation of the Company's year-end financial statements, (b) 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 Auditor, and (c) other material written communications between the Independent Auditor and management, such as any management letter or schedule of unadjusted differences.

10. Discuss with the Independent Auditor the Independent Auditor's judgment about the competence, performance and cooperation of management.

11. Discuss with the Chief Financial Officer and management their views as to the competence, performance and independence of the Independent Auditor.

12. Review the effect of off-balance sheet structures, if any, on the Company's financial statements.

13. Review the effect of regulatory and accounting initiatives on the Company's financial statements.

14. Review with the Company's legal counsel as deemed necessary any legal matters that could have a significant impact on the Company's financial statements.


Oversight of the Company's Relationship with the Independent Auditor


15. Be directly responsible for the appointment, retention, termination, compensation, review of the audit scope, and oversight of the Independent Auditor. The Committee shall also be responsible for the resolution of disagreements between management and the Independent Auditor regarding financial reporting. The Independent Auditor shall report directly to the Audit Committee.

16. Pre-approve all auditing and non-audit services to be provided to the Company by the Independent Auditor, subject to any exceptions provided in the Exchange Act.

17. Discuss the Independent Auditor's audit quality control and the results of peer reviews that are publicly available with the Independent Auditor, at least annually.

18. Address the rotation of the lead (or coordinating) audit partner having primary responsibility for the audit and the audit partner responsible for reviewing the audit. Consider whether, in order to assure continuing auditor independence, the audit firm itself should be rotated.


Other Functions


19. Require that the Code of Business Conduct and Ethics is formalized in writing and periodically obtain acknowledgments from management regarding its compliance with the Code of Business Conduct and Ethics.

20. Periodically meet with the Independent Auditors, the person responsible for the internal audit function and management in separate executive sessions.

21. Establish 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 concerns regarding questionable accounting or auditing matters. Review periodically with management these procedures and any significant complaints received.

22. Review and approve in advance any hiring for the Company's senior financial staff of personnel who have been employed by the Independent Auditor within the previous two years.

23. Where appropriate, hire outside legal, accounting or other advisors at the Company's expense, but at the funding levels determined by the Committee, to assist and perform its responsibilities under this charter and such other duties, as the Board of Directors shall from time to time assign to it.

24. Review and reassess the adequacy of this charter annually and recommend any proposed changes to the Board before its approval.

25. Prepare the report required by the rules of the Securities and Exchange Commission to be included in the Company's annual proxy statement.

26. Report regularly to the Board, both with respect to the activities of the Audit Committee generally and with respect to any issues that arise regarding the quality or integrity of the Company's financial statements, the Company's compliance with legal or regulatory requirements, the performance and independence of the Independent Auditor and the performance of the internal audit function.

27. Conduct an annual performance evaluation of the Committee.

 

2003 Audit Charter: ATR

AUDIT COMMITTEE CHARTER

Mission Statement

The primary purpose of the Audit Committee (the "Committee") is to assist the Board of Directors in fulfilling its oversight responsibilities with respect to the integrity of financial statements and other financial information. The Committee will review the financial reporting process, the system of internal control, the audit process, the qualifications and independence of the Company's external auditor (the "Independent Auditor") and the Company's process for monitoring compliance with laws and regulations and with the Company's Code of Business Conduct and Ethics. In performing its duties, the Committee will maintain effective working relationships with the Board of Directors, management and the Independent Auditors. To effectively perform his or her role, each committee member will obtain an understanding of the Company's business operation and risks, as well as an understanding of the detailed responsibilities of committee membership.

While the Committee has the responsibilities and powers set forth in this Charter, it is not the duty of the Committee to plan or conduct audits or to determine that the Company's financial statements are complete and accurate and are in accordance with generally accepted accounting principles. This is the responsibility of management and the Independent Auditor. Nor is it the duty of the Committee to conduct investigations or to assure compliance with laws and regulations and the Company's Code of Business Conduct and Ethics.

Membership

The Audit Committee shall be composed solely of directors of the Company, each of whom (a) shall have been determined by the Board to have no material relationship with the Company and (b) shall otherwise satisfy all applicable requirements for audit committee service, including requirements with respect to independence and financial literacy imposed by the New York Stock Exchange, the Securities Exchange Act of 1934 (the "Exchange Act") and the rules and regulations of the Securities and Exchange Commission (the "SEC"). One member of the Audit Committee shall be a "financial expert," as such term is defined by the SEC. The Audit Committee shall have at least three members. No director who serves on the audit committee of more than two public companies other than the Company shall be eligible to serve as a member of the Audit Committee. Determinations as to whether a particular director satisfies the requirements for membership on the Audit Committee shall be made by the Board.

The members of the Committee shall be appointed by the Board and shall serve for such term or terms as the Board may determine. A chairperson of the Committee shall be designated by the Board.

Meetings

The Committee shall meet as often as it determines, but not less frequently than quarterly. The Committee shall meet periodically with management and the Independent Auditor in separate executive sessions. The Committee may request any officer or employee of the Company or the Company's outside legal counsel or Independent Auditor to attend a meeting of the Committee or to meet with any members of, or consultants to, the Committee.

Roles and Responsibilities

The Committee shall:

Financial Statement and Disclosure Matters

1. Require that the Independent Auditors keep the Committee informed about fraud, illegal acts, and deficiencies in internal control and certain other matters.

2. Ask management about the Company's major financial risk exposures and the steps management has taken to monitor and control such exposures.

3. Discuss the annual audited financial statements and quarterly financial statements with management and the Independent Auditor, including the disclosures under the caption "Management's Discussion and Analysis of Financial Condition and Results of Operations," and recommend to the Board whether the audited financial statements should be included in the Company's Form 10-K.

4. Discuss 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 prior to their public release. Such discussion may be done generally (consisting of discussing the types of information to be disclosed and the types of presentations to be made).

5. Review the findings of any examinations (including comment letters) by the regulatory agencies such as the Securities and Exchange Commission.

6. Review reports to management prepared by the Independent Auditor or internal audit and any responses to the same by management.

7. Review with the Independent Auditor any audit problems or difficulties and management's response.

8. Discuss with the Independent Auditor the Independent Auditor's judgment about the quality, not just the acceptability, of the accounting principles applied in the Company's financial reporting.

9. Obtain and review annually, prior to the completion of the Independent Auditor's annual audit of the Company's year-end financial statements, a report from the Independent Auditor, describing (a) all critical accounting policies and practices used in the preparation of the Company's year-end financial statements, (b) 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, and (c) other material written communications between the Independent Auditor and management, such as any management letter or schedule of unadjusted differences.

10. Discuss with the Independent Auditor the Independent Auditor's judgment about the competence, performance and cooperation of management.

 

11. Discuss with the Chief Financial Officer and management their views as to the competence, performance and independence of the Independent Auditor.

12. Review the effect of off-balance sheet structures, if any, on the Company's financial statements.

13. Review the effect of regulatory and accounting initiatives on the Company's financial statements.

14. Review with the Company's legal counsel as deemed necessary any legal matters that could have a significant impact on the Company's financial statements.

Oversight of the Company's Relationship with the Independent Auditor

15. Be responsible for the appointment, retention, termination, compensation, review of the audit scope, and oversight of the Independent Auditor. The Committee shall also be responsible for the resolution of disagreements between management and the Independent Auditor regarding financial reporting. The Independent Auditor shall report directly to the Audit Committee.

16. Pre-approve all auditing and non-audit services to be provided to the Company by the Independent Auditor, subject to any exceptions provided in the Exchange Act.

17. Obtain and review, at least annually, a report from the Independent Auditor describing: the Independent Auditor's internal quality-control procedures; any material issues raised by the most recent internal quality-control review, or peer review, of the Independent Auditor, 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 Auditor, and any steps taken to deal with any such issues; and all relationships between the Independent Auditor and the Company. Discuss with the Independent Auditor any issues or relationships disclosed in such report that, in the judgment of the Audit Committee, may have an impact on the competence or independence of the Independent Auditor.

18. Ensure the rotation of the lead (or coordinating) audit partner having primary responsibility for the audit and the audit partner responsible for reviewing the audit as required by law.

Other Functions

19. Require that the Code of Business Conduct and Ethics is formalized in writing and periodically obtain updates from management regarding compliance with the Code of Business Conduct and Ethics.

20. Periodically meet with the Independent Auditors, the person responsible for the internal audit function and management in separate executive sessions.

21. Establish 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 concerns regarding questionable accounting or auditing matters. Review periodically with management these procedures and any significant complaints received.

22. Review and approve in advance any hiring for the Company's senior financial staff of personnel who have been employed by the Independent Auditor within the previous two years.

23. If necessary, institute special investigations and, if appropriate, hire special counsel or experts (without approval from the Board of Directors) to assist and perform its responsibilities under this charter and such other duties, as the Board of Directors shall from time to time assign to it.

24. Review and reassess the adequacy of this charter annually and recommend any proposed changes to the Board before its approval.

25. Prepare the report required by the rules of the Securities and Exchange Commission to be included in the Company's annual proxy statement.

26. Report regularly to the Board, both with respect to the activities of the Audit Committee generally and with respect to any issues that arise regarding the quality or integrity of the Company's financial statements, the Company's compliance with legal or regulatory requirements, the performance and independence of the Independent Auditor.

27. Conduct an annual performance evaluation of the Committee.