2003 Committee Charter : ATO

Charter of the Audit Committee of the Board of Directors
Adopted April 1, 2003
Purpose
It is the purpose of the Audit Committee to (a) satisfy itself and the Board of Directors
(i) of the integrity of the Company's financial statements, (ii) that the Company
complies with all legal and regulatory requirements, (iii) that the independent auditors
are qualified and are independent from the Company and (iv) that the Company's
internal audit function and independent auditors are performing satisfactorily; and (b)
prepare the report that rules of the Securities and Exchange Commission (the "SEC")
require be included in the Company's annual proxy statement.
Powers and Duties
A. The Audit Committee shall have the power to perform the following duties, as well as
performing any additional duties as may be directed by the Board of Directors from
time to time:
1. Independent auditors and internal audit function:
  • To provide an open avenue of communications among management, the
    independent auditors, the internal audit function and the Board of
    Directors.
  • To be directly responsible for retaining and terminating the independent
    auditors of the Company and to have the sole authority to review in
    advance, and grant any appropriate pre-approvals of all audit services to be
    provided by the independent auditors, all non-audit services to be
    provided by the independent auditors that are permitted by applicable law,
    and in connection therewith, to approve all fees and other terms of
    engagement for both audit and non-audit services.
  • To be directly responsible for the oversight of the work of the independent
    auditors, including without limitation, the resolution of any disagreements
    between management of the Company and the independent auditors
    regarding financial reporting and other matters.
  • To meet quarterly with the independent auditors, before the release of the
    Company's quarterly report on Form 10-Q or the annual report on Form
    10-K, to receive a report from the independent auditors concerning (i) the
    critical accounting policies and practices used by the Company, (ii)
    alternative treatments of financial information within generally accepted
    accounting principles that have been discussed with management of the
    Company, the ramifications of the use of such treatments in the Company's
    financial statements and the treatments preferred by the independent
    auditors, (iii) a review of all other material communications between the
    Company and the independent auditors, and (iv) a review of the
    Company's disclosures under "Management's Discussion and Analysis of
    Financial Condition and Results of Operations."
  • To receive from the independent auditors, at least annually, a formal
    written statement delineating all relationships between the independent
    auditors and the Company and to investigate any disclosed relationships or
    services that could possibly impact the objectivity and independence of the
    independent auditors, including, if necessary, recommending to the Board
    of Directors that it take appropriate action to satisfy itself of the
    independence of the independent auditors.
  • To receive from the independent auditors, at least annually, a formal
    written statement describing the firm's internal quality-control procedures,
    any material issues raised by the most recent internal 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, and
    any actions taken by the firm to address such issues.
  • To receive written confirmation from the independent auditors on an
    annual basis that the lead, coordinating or concurring audit partner of the
    independent auditors, who has primary responsibility for the audit or who
    is responsible for reviewing the audit, has not performed audit services for
    the Company during time periods that are prohibited under current SEC
    rules and regulations and NYSE listing standards.
  • To periodically meet separately with each of management, the independent
    auditors and the firm performing the internal audit function to discuss, in
    addition to any matters deemed appropriate by the Audit Committee, (i)
    any disagreement that may have arisen in connection with the preparation
    of the Company's financial statements, or related disclosures therein, (ii)
    with respect to the independent auditors, any difficulties encountered
    during the course of the annual audit or quarterly reviews, including any
    restrictions placed by management on the scope of the independent
    auditors' activities, access to requested information or disagreements with
    management, and (iii) with respect to the internal audit function, the
    responsibilities, budget and staffing as well as any difficulties encountered
    during the course of any internal audit project, including any restrictions
    placed by management on the scope of the internal auditors' activities,
    access to requested information or disagreements with management.
  • To report to the Board of Directors and to make such recommendations
    with respect to the reports of the independent auditors, internal audit
    function and management as the Audit Committee deems necessary or
    appropriate, including without limitation, the discussion of any disclosures
    in the Company's financial statements, the Company's compliance with
    legal and regulatory requirements or the performance of the independent
    auditors or the internal audit function.
  • To establish hiring policies for employees or former employees of the
    independent auditors that are consistent with applicable law, the rules and
    regulations of the SEC and the listing standards of the New York Stock
    Exchange ("NYSE").
    2. Other Activities
  • To receive quarterly, before the filing of any quarterly report on Form 10-Q
    or annual report on Form 10-K with the SEC, a report from the Chief
    Executive Officer and the Chief Financial Officer of the Company
    concerning (i) any significant deficiencies in the design or operation of
    internal controls that could adversely impact the Company's ability to
    process and report financial data, (ii) any material weaknesses in the
    Company's internal controls that they have identified for the independent
    auditors, and (iii) any fraud, whether or not material, that involves
    management or other employees who have a significant role in the
    Company's internal controls.
  • To review and approve all disclosures concerning non-audit services that
    are required to be included in any reports to be filed under the Securities
    Exchange Act of 1934.
  • To review at least annually, with management, the operation and activities
    of the internal audit function and to evaluate the quality of performance of
    the internal audit function.
  • To periodically meet with management of the Company to discuss the
    Company's procedures and guidelines for releasing financial information
    to the public through earnings releases as well as providing earnings
    guidance and other financial information to analysts, rating agencies and
    other third parties.
  • To periodically discuss with management the Company's major financial
    risk exposures and the actions that management has taken to monitor and
    control such exposures, including discussion of guidelines and policies that
    govern such actions and assessment of the insurance coverage associated
    with such risk exposures.
  • To establish procedures for the confidential, anonymous submission by
    Company employees of concerns or complaints regarding questionable
    accounting, internal controls or auditing matters and the treatment and
    retention of such concerns or complaints.
  • To engage the services of other advisors, including without limitation, any
    legal advisors, that the Audit Committee determines is necessary to carry
    out its duties, as well as review and approve the fees and expenses charged
    to the Company by such advisors.
  • To determine the appropriate amount of funding to be provided by the
    Company to the Audit Committee, at least annually, in connection with the
    Audit Committee's payment of compensation to the independent auditors
    and other advisors engaged by the Audit Committee.
  • To conduct an annual performance evaluation of the Audit Committee.
  • To annually review and update, if necessary, the Audit Committee charter
    B. The power and authority of the Audit Committee is subject to the provisions of the
    Texas Business Corporation Act, the Virginia Stock Corporation Act, the Company's
    Articles of Incorporation and Bylaws, applicable federal securities laws, the rules and
    regulations of the SEC and the listing standards of the NYSE.
    Membership
    A. The Audit Committee shall be comprised of three to six members of the Board of
    Directors, each of whom shall satisfy the independence, financial literacy and
    experience requirements of the Exchange Act and the listing standards of the NYSE.
    The members of the Audit Committee and its Chairman shall be appointed annually
    by the Board of Directors. Members of the Audit Committee shall receive no fees or
    other remuneration from the Company other than directors' fees.
    B. Vacancies in the membership of the Audit Committee shall be filled by the Board of
    Directors.
    C. No member of the Audit Committee may serve on the audit committee of more than
    two other public companies, unless the Board of Directors determines that such
    simultaneous service does not impair such director's effectiveness.
    D. At least one member of the Audit Committee shall possess the qualifications to be
    deemed an "audit committee financial expert," as such term is defined by SEC rules
    and regulations. The Board of Directors shall make such determination annually at the
    time of its appointment of the members of the Audit Committee.
    Meetings
    A. The Audit Committee shall meet as required, upon the call of the Chairman of the
    Audit Committee. A majority of the Audit Committee members shall constitute a
    quorum for the transaction of business.
    B. The Chairman of the Audit Committee shall prepare a written agenda in advance of
    each meeting of the Audit Committee. The Audit Committee shall keep regular
    minutes of its meetings and shall report its actions to the full Board at the next Board
    meeting. The Secretary of the Board of Directors will serve as Secretary for the Audit
    Committee.