2004 Committee Charter : DOV1. PURPOSE
The primary purpose of the Audit Committee (the "COMMITTEE") is to assist
the Board of Directors (the "BOARD") in overseeing (a) the quality and integrity
of the financial statements and other financial information provided by the
Company to the stockholders of the Company, any governmental or regulatory body,
the public or other users thereof, (b) the Company's compliance with legal and
regulatory requirements, (c) the qualifications, independence and performance of
the Company's independent auditors, and (d) the performance of the Company's
internal audit function.
The Committee shall be comprised of not less than three members of the
Board. Each member of the Committee shall satisfy the "independence"
requirements of (i) Section 10A of the Securities Exchange Act of 1934 (the
"EXCHANGE ACT"), (ii) the rules of the Securities and Exchange Commission (the
"SEC") adopted pursuant to such Section 10A, (iii) The New York Stock Exchange,
Inc. (the "NYSE"), and (iv) any other applicable regulatory requirements. Each
member of the Committee must meet the financial literacy requirements of the
rules of the NYSE, and at least one member of the Committee shall qualify as an
"audit committee financial expert" in accordance with the rules of the SEC.
The members and the Chair of the Committee shall be nominated by the
Governance and Nominating Committee of the Board and shall be appointed by the
Board. The members and the Chair of the Committee shall serve at the pleasure of
The following functions shall be the common recurring activities of the
Committee in carrying out its oversight function.
A. RESPONSIBILITIES RELATING TO FINANCIAL REPORTS
1. Scope of Audit
The Committee shall review annually with management and the independent
auditors the scope and general extent of the independent auditors' examination
prior to the commencement of the annual audit.
2. Annual Financial Statements
The Committee shall review with management and the independent auditors the
audited financial statements to be included in the Company's Annual Report to
Stockholders and Annual Report on Form 10-K and the Company's disclosure under
"Management's Discussion and Analysis of Financial Condition and Results of
3. Quarterly Financial Statements
The Committee shall review with management and the independent auditors,
prior to the filing of each Quarterly Report on Form 10-Q, the Company's interim
financial results to be included in such quarterly reports and the Company's disclosure under "Management's Discussion and Analysis
of Financial Condition and Results of Operations."
4. Accounting Principles
From time to time, the Committee shall review and discuss, with management
and/or the independent auditors, (a) significant financial reporting issues and
judgments made in connection with the preparation of the Company's financial
statements; (b) major issues regarding accounting principles and financial
statement presentation, including major changes to the Company's selection or
application of accounting principles; and (c) the effect on the Company's
financial statements of significant regulatory and accounting initiatives and
any material off-balance sheet transactions, arrangements, obligations
(including contingent obligations) and other relationships of the Company with
B. RESPONSIBILITIES RELATING TO INDEPENDENT AUDITORS
1. Discussions with Auditors on Independence
The Committee shall, at least annually, obtain and review a written report
from the independent auditors describing all relationships between the
independent auditors and the Company; discuss with the independent auditors any
such disclosed relationships and their impact on the independent auditors'
objectivity and independence; and consider whether the provision of non-audit
services by the independent auditors is compatible with maintaining the
independent auditors' independence.
2. Report on Auditor Qualifications
The Committee shall, at least annually, obtain and review a written report
from the independent auditors describing: (a) the auditing firm's internal
quality control procedures, and (b) any material issues raised by the most
recent internal quality-control review, or peer review, of the independent
auditors, or by any inquiry or investigation by governmental or professional
authorities, within the preceding five years, respecting any audit carried out
by the independent auditors, and any steps taken to deal with any such issues.
3. Other Auditor Reports
The Committee shall review any reports provided by the independent auditors
to the Committee as required under the Exchange Act with regard to (a) critical
accounting policies and practices used by the Company; (b) alternative
treatments of financial information within GAAP for policies and practices
related to material items that have been discussed with management (including
ramifications of the use of such alternative disclosures and treatments, and the
treatment preferred by the independent auditors); and (c) other material written
communications between the independent auditors and management, such as any
"management" or "internal control" letter, or schedule of unadjusted
4. Audit Issues
The Committee shall regularly review with the independent auditors and
management any problems or difficulties the auditors may have encountered in the
course of their audit work, and management's response thereto, including any
restrictions on the scope of activities or access to requested information, and
any significant disagreements with management.
5. Hiring Employees of Auditors
The Committee shall establish policies for hiring current or former
partners, principals, shareholders or employees of the independent auditors in
accordance with applicable law.
C. RESPONSIBILITIES RELATING TO INTERNAL AUDIT FUNCTION, INTERNAL CONTROLS AND
1. Internal Audit Function
The Committee shall have principal responsibility to assist with the
Board's oversight of the Company's internal audit function, including review of
the performance of the internal audit function in providing management and the
Committee with ongoing assessments of the Company's risk management processes
and system of internal controls.
2. Internal Controls; Executive Sessions
The Committee shall meet periodically with management, the person(s)
primarily responsible for the internal audit function and the independent
auditors in separate executive sessions to discuss any major issues as to the
quality and adequacy of the Company's internal controls, and any other matters
that the Committee or any of these groups believes should be discussed
3. Risk Assessment and Management
The Committee shall periodically discuss policies and guidelines with
respect to risk assessment and risk management, the Company's major financial
risk exposures and the steps management has taken to monitor and control such
D. OTHER ACTIVITIES
1. Proxy Statement Report
With the assistance of counsel, the Committee shall prepare the report of
the Committee required by the rules of the SEC to be included in the Company's
annual proxy statement.
2. Earnings Releases; Guidance to Analysts
The Committee shall, from time to time, discuss and review generally
earnings press releases (with particular attention to any use of "pro forma" or
"adjusted" non-GAAP information,) as well as financial information and earnings
guidance, if any, provided to analysts and rating agencies.
3. Code of Ethics
The Committee shall develop and recommend to the Board a Code of Ethics for
the Chief Executive Officer and Senior Financial Officers. The Committee shall
review this code annually, or more frequently if appropriate, and recommend to
the Board any changes deemed appropriate.
4. Financial Expertise
The Committee shall make appropriate determinations and recommendations to
the Board regarding the financial literacy and expertise of the members of the
5. Legal Matters
The Committee shall review periodically with the Company's General Counsel
legal matters that may have a material impact on the financial statements, the
Company's compliance policies and any material reports or inquiries received
from regulators or governmental agencies.
6. Complaint Procedures
The Committee shall 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
7. Review of Charter and Committee Performance
The Committee shall review and assess the adequacy of this Charter and the
Committee's performance on an annual basis.
8. Other Activities
The Committee may perform any other activities consistent with this
Charter, the Company's by-laws and governing laws that the Committee or the
Board deems necessary or appropriate.
4. AUTHORITY AND RESOURCES
The Committee shall have full and unrestricted access to all books,
records, facilities and personnel of the Company as required or appropriate in
the Committee's sole discretion to properly discharge its responsibilities. The
Committee is empowered to investigate any matter relating to its
responsibilities which is brought to its attention.
B. Authority Concerning Auditors
The Committee shall have the sole authority to, and shall, directly
appoint, retain, set the terms of engagement of, evaluate, terminate, oversee
and cause the Company to compensate the Company's independent auditors for the
purpose of preparing or issuing an audit report or performing other audit,
audit-related or attest services for the Company (including resolution of
disagreements between management and the independent auditors regarding
financial reporting). The independent auditors shall report directly to the
C. Pre-Approval of Non-Audit Services
The Committee shall have sole authority to pre-approve all engagements for
non-audit services permitted under the Exchange Act to be performed for the
Company by the independent auditors. The Committee may pre-approve non-audit and
audit-related services pursuant to pre-approval policies and procedures adopted
by the Committee.
The Committee has the authority to retain independent legal, accounting and
other advisors to advise the Committee as the Committee shall deem appropriate
in the discharge of its responsibilities.
The Committee has the authority to determine the appropriate amount of, and
require the Company to pay, compensation to the independent auditors for
services rendered to the Company, compensation to any independent legal,
accounting and other advisors retained to advise the Committee, and any
administration expenses that are necessary or appropriate in the Committee's
sole discretion in the carrying out of the Committee's duties.
5. LIMITATIONS OF COMMITTEE'S ROLE
The Committee's job is one of oversight and it recognizes that the
Company's management is responsible for preparing the Company's financial
statements and that the independent auditors are responsible for auditing those
financial statements. The Company's financial management, as well as the
Company's independent auditors, have more time, knowledge and detailed
information about the Company than do Committee members. Consequently, in
carrying out its oversight responsibilities, the Committee is not providing any
expert or special assurance as to the Company's financial statements or any
professional certification as to the independent auditors' work.
In carrying out its responsibilities, the Committee and its policies and
procedures should remain flexible, in order to best react to changing conditions
and circumstances and, accordingly, the Committee may diverge from the forgoing
functions as appropriate given the circumstances.
The Committee may, in its discretion, form and delegate all or a portion of
its authority and responsibilities to subcommittees (which may consist of any
one or more members, including the Chair) of the Committee when appropriate, as
permitted by the Exchange Act, the rules of the SEC and NYSE and other
applicable law, including the authority to grant pre-approvals of engagements
related to audit, audit-related and non-audit services permitted under the
Exchange Act, provided that the decisions of any such subcommittee to grant such
pre-approvals shall be presented to the Committee and subject to the disclosure
provisions of the Exchange Act.
The Committee shall meet at least four times per year on a quarterly basis,
or more frequently as circumstances require. The Committee shall report
periodically to the Board at regularly scheduled Board meetings.
[As amended and approved by the Board of Directors on February 12, 2004.]