AUDIT COMMITTEE CHARTER
The primary role of the Audit Committee (the "Committee") is to assist the Board of Directors in fulfilling its oversight responsibilities. It will do this by meeting these objectives:
1. To assist the Directors in fulfilling their fiduciary and legal responsibilities relating to the Company's: (a) accounting, audit, and public reporting policies and practices, (b) compliance with laws and regulations, and (c) code of conduct.
2. To assist the oversight by the Directors of (1) the integrity of the Company's financial statements, (2) the Company's compliance with legal and regulatory requirements, (3) the independence and qualifications of the Company's independent auditors, and (4) the performance of the Company's internal audit function and independent auditors.
3. To assist the Directors by providing oversight to ensure that the Company's financial management, along with its accounting and financial reporting processes, systems of internal control, and internal and external audit processes are sound and effective.
4. To provide and maintain an open, direct avenue of communication as well as an effective working relationship between the Directors and the independent auditors, management, and the internal auditors.
5. To prepare an Audit Committee report as required by the Securities and Exchange Commission to be included in the Company's proxy statement.
In accomplishing the above objectives, the major activities of the Committee are:
Evaluation and Selection of Auditors
The Committee shall be directly responsible for the appointment, compensation, retention and oversight of the work of the Company's independent auditors (including resolution of disagreements between management and the Company's independent auditors). In fulfilling such responsibility, the Committee shall review annually the effectiveness, productivity, technical competence, and independence of the Company's independent auditors (see Exhibit 1). In connection with this annual review, the Committee shall:
a. 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, 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 steps taken to deal with any such issues; and (to assess the auditor's independence) all relationships between the independent auditor and the Company;
b. review and evaluate the lead partner of the independent auditor.
Based on this review, the Committee shall present to the Board its conclusions with respect to the Company's independent auditors.
Pre-approval of Audit and Non-Audit Services by the Auditors
All auditing services and all non-audit services that are to be performed by the Company's independent auditors must be pre-approved by the Committee, or by any member thereof to whom the Committee has delegated pre-approval authority. Any pre-approval decision by a member of the Committee to whom the Committee has delegated pre-approval authority shall be presented to the Committee at its next scheduled meeting.
Review of Audit Scope and Fees
The Committee will meet with the independent auditors to review and determine the effectiveness of the proposed audit scope and approach, including compensation paid to the independent auditors for the audit and other work.
Review of Audit Results
The Committee shall review the annual audit. Prior to the completion of the year-end audit and prior to release to the public of the Company's financial statements as at the end of the Company's fiscal year, and for the periods then ended, the Committee shall receive a report from the Company's independent auditors, as to:
(1) all critical accounting policies and practices to be used;
(2) all alternative treatments within generally accepted accounting principles for policies and procedures related to material items that have been discussed with management of the Company, including the ramifications of the use of such alternative disclosures and treatments, and the treatment preferred by the Company's independent auditors; and
(3) other material written communications between the Company's independent auditors and the management of the Company, such as any management letter or schedule of unadjusted differences.
In addition, the Committee shall review and discuss the Company's audited financial statements with management and shall discuss with the independent auditors, upon completion of their year-end audit and prior to release to the public of results for the year: (a) the Company's financial statements including the footnotes thereto, (b) any report or opinion proposed to be rendered in connection therewith, (c) the cooperation which the independent auditors received during the course of their review and their access to all records, data, and information which they requested, (d) any significant transactions which were not part of the Company's business, (e) any change in accounting principles, (f) all material correcting adjustments that have been identified by the auditors, and (g) any other matters required to be discussed by SAS 61.
Review of Interim Financial Statements
The Committee shall review the Company's quarterly financial information with management and the independent auditors prior to the public release of this information. This review will be conducted to gain insight into the fairness of the quarterly statements and disclosures, to ensure that the independent auditors communicate certain required matters to the Committee and to confirm that such quarterly financial information will reflect all material correcting adjustments that have been identified by the Company's independent auditors.
Review of the Code of Conduct
The Committee shall periodically review and, where appropriate, recommend to the Board revisions to the Company's policies and controls with respect to (a) use of corporate funds or other assets for improper and unlawful purposes, and (b) conflicts of interest; and recommend to the Board of Directors any changes in these policies which the Committee deems appropriate. The Committee should receive reports on the means used to identify possible conflicts of interest of management, employees, or Directors and any illegal payments and should determine the disposition of any such matters.
Implementation of Independent Auditor's Recommendations
The Committee shall consider the recommendations of the independent auditors included in their management letter and management's response. The Committee may instruct management to implement the necessary policies and procedures to fulfill such recommendations and review the progress of such implementation.
Review Adequacy of System of Internal Control and Financial Staff
Committee shall discuss with the independent auditors their perception of the
Company's financial and accounting personnel and its system of internal
controls, any recommendations which the independent auditors propose in their
"management letters" with respect to improving internal financial
controls; computer systems and applications, including security and contingency
plans; and it shall review written responses of management to "management
letters" from the independent auditors. The Committee shall review with
the independent auditor any audit problems or difficulties and management's
response. The review shall also include discussion of the responsibilities,
budget and staffing of the Company's internal audit function.
In addition, the Committee shall discuss with management of the Company the Company's risk assessment and risk management policies and shall receive and discuss with management of the Company any report that is submitted to it from the Company's chief executive officer and/or chief financial officer pursuant to the rules promulgated by the Securities and Exchange Commission under Section 302 of the Sarbanes-Oxley Act of 2002 as to (i) all significant deficiencies in the design or operation of internal controls which could adversely affect the Company's ability to record, process, summarize, and report financial data and any material weaknesses in internal controls; and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company's internal controls.
Recent Accounting Pronouncements
The Committee will discuss recent or proposed changes in generally accepted accounting principles along with SEC and NYSE accounting and reporting requirements with management and the independent auditors to ascertain their impact on the Company's financial statements.
Provide Communications with Independent Auditors
The Committee shall provide the independent auditors with open and easy access to the Board of Directors through its Audit Committee. Any serious unresolved differences between the independent auditors and management should be promptly reported to the Committee.
Review of Public Financial Reporting
release, the Committee shall review and discuss with management all financial
reports, such as quarterly and annual reports and SEC 10-K and 10-Q reports,
including the Company's disclosures under Managements Discussion and Analysis
of Financial Conditions and Results of Operations. As part of such review, the
Committee shall obtain confirmations from management that the use, if any, of
non-GAAP financial measures in the Company's reports and earnings releases
complies with the requirements of Regulation G and does not violate the
applicable prohibitions of Regulation S-K.
The Committee shall also review and discuss the Company's "earnings releases" as well as financial information and earnings guidance provided to analysts and rating agencies. This may be done generally (i.e., discussion of the types of information to be disclosed and the type of presentation to be made). The Committee need not discuss in advance each earnings release or each instance in which a company may provide earnings guidance.
Provide General Oversight
The Committee will review with the Company's counsel any legal matters that could have a material effect on financial statements as well as any matter of compliance with laws and regulations. In addition, it will receive and respond to any reports of evidence of material violations of securities law, material breaches of fiduciary duties or material violations of similar law that it may receive from attorneys representing or employed by the Company. It will also review the findings of examinations by regulatory agencies. Where necessary, it may institute special investigations and, with Board appropriation, engage special counsel or experts. At the request of the Board, the Committee will perform other oversight functions.
Report to the Board of Directors
Upon completion of its reviews, discussions, evaluations and other activities, the Committee shall regularly report to the Board of Directors on its findings, conclusions, and recommendations. This includes presentation of the audited financial statements and any other matters arising from the Committee's activities that are deemed appropriate. The Committee may present interim reports to the Board as review work progresses. The Committee shall, unless it determines that it cannot do so, recommend to the Board of Directors that the corporation's annual financial statements be included in its Annual Report on Form 10-K.
The Committee shall adopt and maintain procedures for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls, or auditing matters and (ii) the confidential anonymous submission by Company employees of concerns regarding questionable accounting or auditing matters.
The Committee shall set clear policies for the hiring of employees or former employees of the independent auditors.
The Committee shall consist of at least three and no more than five Directors, each of whom (a) shall be an "Independent Director," and (b) shall be "Financially Literate" or must become Financially Literate within a reasonable period of time after his or her appointment to the Committee. In addition, at least one member of the Committee must have "Accounting or Related Financial Management Expertise." The terms "Independent Director," "Financially Literate" and "Accounting or Related Financial Management Expertise" shall have the meanings ascribed thereto in Exhibit 2 to this Audit Committee Charter. The Committee chairman and members are appointed by the Board. Committee members shall not serve on the audit committees of more than two other public companies unless the Board determines that such simultaneous service would not impair the ability of such member to effectively serve on the Company's Audit Committee and the Board's determination is disclosed in the Company's annual proxy statement.
The Committee will comply with the Securities and Exchange Commission and New York Stock Exchange rules governing audit committees.
The method of carrying out the above Committee activities is through a series of meetings. An annual meeting will be held with the independent auditors just prior to the Board meeting at which the annual financial statements are to be presented.
Other meetings may be held throughout the year to:
1. Plan for the current year's examination by the independent auditors.
2. Consider any special instructions as to the audit scope.
3. Review the independent auditor's management letter and management's response.
4. Establish company policy where appropriate.
5. Review the annual plan and activities of the internal auditors.
6. Review and discuss any other matters appropriate to the Committee. Members of management may be invited to attend the Committee meetings to provide background on specific matters or to be kept informed on Committee activities.
Committee shall meet separately, periodically, with management, with the
internal auditors (or other personnel responsible for the internal audit
function) and with the independent auditors.
The agenda for the meetings are the responsibility of the Audit Committee chairman. Generally, the annual meeting agenda will follow the format of the independent auditor's report. Agenda for the other meetings will depend on the purpose of the meeting.
Minutes of the meetings will be prepared and distributed to all Directors.
STATEMENT OF PRINCIPLES CONCERNING THE COMPANY'S INDEPENDENT AUDITORS
The Company's independent auditors shall be ultimately accountable to the Board of Directors and the Committee. The Board of Directors and the Committee shall have the ultimate authority and responsibility to evaluate, select (or nominate for shareholder approval) and, as appropriate, terminate the Company's independent auditors.
The Committee shall be responsible for:
1. Ensuring that the independent auditors submit on a periodic basis to the Committee a formal written statement delineating all relationships between the independent auditors and the Company;
2. Actively engaging in a dialogue with the independent auditors with respect to any disclosed relationships or services that may impact the objectivity and independence of the independent auditors; and
3. Taking or recommending that the Board of Directors take appropriate action in response to the independent auditors' report to satisfy itself of the independent auditors' independence.
AUDIT COMMITTEE AUTHORITY
The Committee shall have the authority to (a) engage independent counsel and other advisers as it deems necessary to carry out its duties, (b) determine and authorize the payment of (i) the compensation that is to be paid by the Company to the Company's independent auditors and (ii) the compensation that is to be paid to any independent counsel or other advisers engaged by the Committee, and (c) authorize the payment of the ordinary administrative expenses of the Committee that are necessary or appropriate in carrying out its duties.
ANNUAL REVIEW OF ADEQUACY OF AUDIT COMMITTEE CHARTER AND OF PERFORMANCE OF THE AUDIT COMMITTEE
The Committee shall review and reassess the adequacy of this Audit Committee Charter on an annual basis. The Committee shall assess its performance of the duties specified in this Charter annually and report its findings to the Board of Directors.
AUDIT COMMITTEE CHARTER
Considerations for Evaluating Independent Auditors
Competency and character of the staff assigned to the audit
Audit scope and approach
Staff and management opinion of competence of independent auditor personnel
AUDIT COMMITTEE CHARTER
(Definitions of Certain Terms)
For purposes of the Audit Committee Charter (2003), the term "Independent Director" shall mean a person who satisfies the independence tests that are set forth in (a) Sections 303A.02(a) and (b) of the New York Stock Exchange Corporate Governance Standards and (b) Rule 10A-3(b)(1) of the rules and regulations promulgated under the Securities Exchange Act of 1934, as amended.
A director shall be deemed to be "Financially Literate" if he or she is able to read and understand fundamental financial statements, including a company's balance sheet, income statement, and cash flow statement.
Accounting or Related Financial Management Expertise
A director shall be deemed to have "Accounting or Related Financial Management Expertise" if he or she has past employment experience in finance or accounting, requisite professional certification in accounting, or any other comparable experience or background which results in the director's financial sophistication, including being or having been a chief executive officer, chief financial officer or other senior officer with financial oversight responsibilities of a substantial business enterprise.