AUDIT COMMITTEE CHARTER
2003 Audit Charter: JEC
1. Members. The Board of Directors (the "Board") shall appoint an Audit Committee of at least three members, consisting entirely of "independent" directors of the Board, and shall designate one member as chairperson. For purposes hereof, "independent" shall mean a director who meets the New York Stock Exchange definition of "independence," as determined by the Board.
Each member of the Company's Audit Committee must be financially literate and at least one member of the Audit Committee shall have accounting or related financial management expertise, both as provided in the Board's judgment.
2. Purposes, Duties, and Responsibilities. The Audit Committee shall represent the Board in discharging its responsibilities relating to the accounting, reporting, and financial practices of the Company and its subsidiaries, and shall have general responsibility for surveillance of internal controls and accounting and audit activities of the Company and its subsidiaries. Specifically, the Audit Committee shall:
(i) Recommend to the Board, and evaluate the performance, qualifications and independence of the firm of independent certified public accountants to be appointed as auditor of the Company, which firm shall be ultimately accountable to the Board through the Audit Committee.
(ii) Review with the independent auditor their audit procedures, including the scope, fees and timing of the audit, and the results of the annual audit examination and any accompanying management letters.
(iii) Review with the independent auditor the written statement from the auditor, required by the Independence Standards Board, concerning any relationships between the auditor and the Company or any other relationships that may adversely affect the independence of the auditor and, based on such review, assess the independence of the auditor.
(iv) Review and discuss with management and the independent auditor the Company's annual audited financial statements, including a discussion of the independent auditor's judgment as to the quality of the Company's accounting principles.
(v) Review with management and the independent auditor the results of any significant matters identified as a result of the independent auditor's interim review procedures prior to the filing of each Company's Quarterly Report on Form 10-Q or as soon thereafter as possible. The Audit Committee Chairperson may perform this responsibility on behalf of the Audit Committee.
(vi) Recommend to the Board whether, based on the review and discussions described in paragraphs (iii) through (v) above, the financial statements should be included in the Company's Annual Report on Form 10-K.
(vii) Review the adequacy of the Company's internal controls.
(viii) Review significant changes in the accounting policies of the Company and accounting and financial reporting rule changes that may have a significant impact on the Company's financial reports.
(ix) Review material pending legal proceedings involving the Company and other contingent liabilities.
(x) Review the adequacy of the Audit Committee Charter on an annual basis, and recommend changes if the Committee determines changes are appropriate.