2003 Audit Charter: CNXTAUDIT COMMITTEE CHARTER
As Amended October 31, 2002
The Audit Committee has been constituted by the Board of Directors to assist the Board of Directors in overseeing (1) the integrity of the financial statements of the Corporation, (2) the compliance by the Corporation with legal and regulatory requirements and (3) the independence and performance of the Corporation's internal and external auditors.
The membership of the Committee shall consist of at least three directors who are generally knowledgeable in financial and auditing matters, including at least one member with accounting or related financial management expertise. Each member shall be free of any relationship that, in the opinion of the Board, would interfere with his or her individual exercise of independent judgment. Applicable laws and regulations shall be followed in evaluating a member's independence. The chairperson shall be appointed by the full Board.
The members of the Audit Committee shall meet the independence and experience requirements of the Nasdaq Stock Market, Inc., shall have the following powers and duties and shall report thereon to the Board of Directors:
1) For each fiscal year:
a) to select and recommend employment of, subject to the approval of the shareowners, independent public accountants to audit the books, records, accounts and financial statements of this Corporation and its subsidiaries, which independent public accountants shall directly are ultimately accountable report to the Board of Directors and the Audit Committee who act as representatives of the shareowners of this Corporation; and
b) to take, or to recommend that the Board of Directors of this Corporation take, appropriate action to oversee the independence of the independent public accountants;
2) To review with the independent public accountants:
a) the scope of their annual audit of this Corporation's financial statements;
b) this Corporation's quarterly and annual financial statements before their release;
c) the adequacy of this Corporation's system of internal controls and any recommendations of the independent public accountants with respect thereto;
d) any comments they may have on major issues related to their audit activities, restrictions, if any, imposed on their work and the cooperation they received during the audit;
e) the matters required to be discussed by Statement on Auditing Standards No. 1 (Communication with Audit Committees); and
f) a formal written statement prepared by the independent public accountants delineating all relationships between the independent public accountants and this Corporation consistent with Independence Standards Board Standard No. 1 (Independence Discussions with Audit Committees) and any disclosed relationships or services that may impact the objectivity and independence of the independent public accountants;
3) To review and approve the fees charged, and the scope and extent of any non-audit services performed, by the independent public accountants;
4) To review and approve the appointment or change of this Corporation's Director of Internal Audit (however titled, the "General Auditor") and review with this General Auditor:
a) the scope of the annual internal audit plan and the results of completed internal audits; and
b) any comments the General Auditor may have on major issues related to the internal audit activities or restrictions, if any, imposed thereon;
5) To monitor compliance by the employees of this Corporation with this Corporation's Standards of Business Conduct policies;
6) To meet with this Corporation's Chief Executive Officer, Chief Financial Officer, General Counsel and other management personnel to review any issues related to this Corporation's financial reporting, internal controls, Standards of Business Conduct policies or other matters within the scope of the Audit Committee's duties; and
7) To investigate any matter brought to its attention within the scope of its duties and to engage consultants or independent counsel in connection therewith as the Audit Committee deems appropriate.
The Committee is expected to maintain free and open communication with the public accounting firm, the internal auditors, and this Corporation's management. This communication shall include private executive sessions, at least semi-annually, with each of these parties. The Committee chairperson shall report on Audit Committee activities to the full Board.
While the Audit Committee has the responsibilities and powers set forth in this Charter, it is not the duty of the Audit Committee to plan or conduct audits or to determine that this Corporation's financial statements are complete and accurate and are in accordance with generally accepted accounting principles. Those duties are the responsibility of management and the independent auditors. Nor is it the duty of the Audit Committee to conduct investigations, to resolve disagreements, if any, between management and the independent auditors or to assure compliance with laws and regulations and the Corporation's Standards of Business Conduct policies.