purpose of the Audit Committee is to represent and assist the Board of Directors
in fulfilling its oversight responsibilities with respect to the integrity
of the financial statements of the Company, the independence,
qualifications and performance of the Company's corporate and external
auditors, and compliance with legal and regulatory requirements, as well as
the Company's policies for conducting business, as established in the
Company's Code of Conduct, and to prepare the Audit Committee report for
inclusion in the annual proxy statement.
- Composition and Qualifications
The Audit Committee shall be appointed by the Board of Directors from
time to time and shall consist of three or more directors, each of
whom shall meet the independence requirements of the New York Stock
Exchange for directors and audit committee members. The Board of
Directors shall appoint one member of the Audit Committee as the
Each member of the Audit Committee shall be financially
literate (as such qualification is interpreted by the Board of Directors in
its business judgment). At least one member of the Audit Committee shall
meet the audit committee financial expert requirements of the Securities
and Exchange Commission, as determined by the Board of Directors.
- Meetings / Minutes /
The Audit Committee shall meet at least four times annually,
or more frequently if circumstances dictate. At least two of these
meetings shall be in person, while others may be conducted
The Chair (or in his or her absence, a member designated by
the Chair) shall preside at all meetings of the Audit Committee. The Chair
shall be responsible for leadership of the Committee, including making
regular reports to the Board of Directors.
The Audit Committee shall have full access to management.
The Audit Committee shall meet separately, periodically, with management,
with corporate auditors and with external auditors to discuss any matters
that the Committee believes are relevant to fulfilling its
Minutes of each Audit Committee shall be prepared and sent
to all Audit Committee members.
The Audit Committee shall evaluate and assess the
effectiveness of the Committee and the adequacy of this Audit Committee
Charter on an annual basis and recommend any proposed changes to the Board
The Audit Committee shall have the authority to obtain advice and
assistance from internal and outside legal, accounting or other
advisors. The Company shall provide appropriate funding, as determined
by the Audit Committee, for payment of compensation to the advisors
employed by the Audit Committee.
The Audit Committee is authorized to conduct or originate
investigations into any matters within the Committee's scope of
3. Responsibilities and Duties
- Annual Audit
The Audit Committee shall meet with the external auditors and senior
management prior to the annual audit to discuss planning and staffing
of the audit.
The Audit Committee shall review the annual audited
financial statements and discuss them with senior management and the
external auditors, including the Company's MD&A disclosures. In
connection with such review, the Audit Committee shall:
Discuss with the external auditors the matters required to
be discussed by Statements on Auditing Standards Nos. 61 and 90 relating to
Review significant issues regarding accounting principles,
practices and judgments.
Discuss any significant financial reporting issues arising
in the fiscal year and the Company's accounting and disclosure thereof.
Review with the external auditors any problems or
difficulties encountered in the course of their audit, including any change
in the planned audit work and any restrictions placed on the scope of such
work, and management's response.
Based on its review of the audited financial statements and
the external auditors' independence, the Committee shall make its
recommendation to the Board of Directors as to the inclusion in the
Company's audited financial statements in the Company's Report on Form
The Audit Committee shall prepare the report of the
Committee required by the rules of the SEC to be included in the Company's
proxy statements for each annual meeting.
The Audit Committee shall discuss earnings press releases, and corporate
practices with respect to earnings press releases, and financial
information and earnings guidance provided to analysts and rating agencies.
The Audit Committee shall discuss with management and the external
auditors, the quarterly financial statements, including the Company's
- Evaluation of External
The Audit Committee shall be directly responsible, in its capacity as
a committee of the Board of Directors, for the appointment,
compensation, retention and oversight of the work of the external
auditors. In this regard, the Audit Committee shall appoint and retain
(subject to ratification by the Company's shareholders), compensate,
evaluate and terminate when appropriate, the Company's external
auditors, which shall report directly to the Audit Committee.
The Audit Committee shall obtain confirmation and assurance
as to the external auditors' independence including a requirement that the
external auditors submit to the Audit Committee on a periodic basis, not
less than annually, a formal written statement delineating all
relationships between the external auditors and the Company, as well as a
summary of all services provided by the external auditors and the fees
charged for such services.
The Audit Committee shall also obtain and review at least
annually, a report by the external auditor describing the audit firm's
internal quality control procedures and any material issues raised by the
most recent internal quality control review or peer review of the audit
firm, or by any investigation by governmental or professional authorities
within the preceding five years regarding any independent audit conducted
by the firm and the steps taken to address such issues.
- Oversee Corporate Audit
The Audit Committee shall review the plan and scope of corporate audit
activities and budget and staffing of the corporate audit group. The
Audit Committee shall review on a periodic basis with the corporate
audit group, the progress of the proposed corporate audit plan,
including explanations for any deviations from the original plan and
any difficulties encountered in the course of their audits, including
any restrictions on the scope of their work or access to required
The Audit Committee shall review the significant reports to
management prepared by the corporate auditing group and management's
response to such reports.
Business Ethics and Compliance Matters
The Audit Committee shall oversee the Company's compliance systems with
respect to legal and regulatory requirements, including the Company's
business ethics and compliance policies, training programs and programs to
monitor compliance with such policies.
The Audit Committee shall establish procedures for the
receipt, retention and treatment of complaints with respect to accounting,
internal accounting controls or auditing matters, as well as for
confidential anonymous submissions by the Company's employees with respect
to questionable accounting or auditing matters.
- Internal Controls
The Audit Committee shall review with the external auditors and
management the adequacy and effectiveness of the Company's internal
controls, including any significant deficiencies or material
weaknesses in internal controls reported to the Audit Committee by the
external auditors or management.
The Audit Committee shall review with management the
adequacy and effectiveness of the Company's disclosure controls and
The Audit Committee shall discuss policies with respect to
risk assessment and risk management.
- Hiring Policy
The Audit Committee shall establish hiring policies for employees or
former employees of the external auditor.