Purpose and Authority:
2003 Committee Charter : LFB
The Audit Committee (the "Committee") shall assist the Board in oversight of the:
integrity of the Company's financial statements;
Company's compliance with legal and regulatory requirements;
independent auditor's qualifications and independence; and
performance of the Company's internal audit function and independent auditor.
In addition, the Committee shall prepare a report of the Committee as required by the SEC to be included in
the Company's annual proxy statement.
The Committee shall have all authority necessary to fulfill the duties and responsibilities assigned to the
Committee in this Charter or otherwise assigned to it by the Board.
The Committee may obtain advice and assistance from outside legal, accounting and other advisors as the
Committee deems necessary to carry out its duties, and shall have the authority to select, engage and
compensate these advisors without seeking Board approval. The Company shall provide appropriate
funding, as determined by the Committee, for payment of compensation to the independent auditor (for the
purpose of preparing or issuing an audit report or performing other audit, review or attest services) and to
any outside legal, accounting or other advisors retained by the Committee, and for the Committee's ordinary
As the Committee deems appropriate, it may form and delegate authority to subcommittees and may
delegate authority to one or more designated members of the Committee.
The Committee shall be composed of three or more directors, as determined by the Board, each of whom
shall meet, as determined by the Board, the applicable independence standards established from time to time
by the New York Stock Exchange, other applicable laws and regulations governing independence (including
regulations limiting Committee member compensation), and the Company's Corporate Governance
Each Committee member, in the business judgment of the Board, shall be financially literate (or shall
become financially literate within a reasonable period of time after appointment). At least one Committee
member, in the business judgment of the Board, shall have accounting or related financial management
expertise, and shall be an "audit committee financial expert" in accordance with SEC and other applicable
regulations and listing standards from time to time.
Service on Other Public Company Audit Committees
No member of the Committee shall serve on more than two audit committees of publicly-traded companies
other than the Company at the same time such member serves on this Committee, unless the Board
determines that such simultaneous service would not impair the ability of such member to serve effectively
on the Committee. If a Committee member serves on the audit committees of both a public company and a
wholly-owned subsidiary of such company, such service shall be counted as service on one audit committee,
rather than two.
Appointment and Removal of Members
The members of the Committee and the Chair of the Committee shall be appointed by the Board on the
recommendation of the Nominating and Corporate Governance Committee. The Board may remove any
member from the Committee at any time with or without cause.
Duties and Responsibilities:
The Committee shall have the following duties and responsibilities, in addition to any duties and
responsibilities assigned to the Committee from time to time by the Board:
Engagement of Independent Auditor
Select, appoint, retain, compensate, evaluate and, if appropriate, terminate the independent auditor, and
resolve any disagreements between management and the independent auditor concerning financial
reporting, with the understanding that the independent auditor shall report directly to and be directly
overseen by the Committee. These duties are direct responsibilities of the Committee.
Pre-approve the retention of the independent auditor for all audit and such non-audit services as the
independent auditor is permitted to provide the Company, and approve the fees for such services, other
than any de minimus non-audit services allowed by applicable law or regulation. The Committee may
pre-approve services by establishing detailed pre-approval policies and procedures as to the particular
service, provided that the Committee is informed of each service pre-approved and that no pre-approval
shall be delegated to management. In considering whether to pre-approve any non-audit services, the
Committee or its delegees shall consider whether the provision of such services is compatible with
maintaining the independence of the auditor.
Evaluate the Independent Auditor's Qualifications, Performance and Independence
At least annually, evaluate the independent auditor's qualifications, performance and independence,
including that of the lead partner, and present the Committee's conclusions to the Board.
At least annually, obtain and review a report by the independent auditor describing:
the firm's internal quality-control procedures; and
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 auditor,
and any steps taken to deal with any such issues.
At least annually:
obtain and review the letter and written disclosures from the independent auditor consistent with
Independence Standards Board Standard No. 1, Independence Discussions with Audit Committee,
including a formal written statement by the independent auditor delineating all relationships
between the auditor and the Company;
discuss with the auditor that firm's independence and any disclosed relationships or services that
may affect the objectivity and independence of the auditor; and
take, or recommend that the Board take, appropriate action to satisfy itself of the independence of
the outside auditor.
Discuss with the independent auditor the matters required to be discussed by Statement of Auditing
Standards ("SAS") No. 61, Communications with Audit Committee, SAS No. 89, Audit Adjustments,
and SAS No. 90, Audit Committee Communications, all as amended from time to time, together with
any other matters as may be required for public disclosure or otherwise under applicable laws, rules and
As required by law or as otherwise deemed appropriate by the Committee, ensure that the independent
auditor's lead partner and reviewing partner are replaced or regularly rotated. Consider, from time to
time, whether a rotation of the independent auditing firm would be in the best interests of the Company
and its shareholders.
Review Financial Statements and Financial Disclosure
Meet with management and the independent auditor to discuss the annual audited financial statements
and quarterly financial statements, including the Company's disclosures under "Management's
Discussion and Analysis of Financial Condition and Results of Operations," and, as applicable, the
independent auditor's report on audited financial statements or its review report on interim financial
statements. Based on the review and discussion of the audited financial statements with management
and the independent auditor, its discussions with the independent auditor regarding the matters required
to be discussed by SAS 61, and its discussions regarding the auditor's independence, the Committee
shall make its recommendation to the Board as to the inclusion of the Company's audited financial
statements in the Company's annual report on Form 10-K.
Regularly review with the independent auditor any audit problems or difficulties and management's
response, including any restrictions on the scope of the independent auditor's activities or access to
required information, and any significant disagreements with management.
Review and discuss with the independent auditor, as the Committee deems appropriate:
any accounting adjustments that were noted or proposed by the auditor but were not effected (as
immaterial or otherwise) by management;
any communications between the audit team and the national office concerning auditing or
accounting issues; and
any "management" or "internal control" letters issued or proposed to be issued by the auditor.
Discuss with management the type and presentation of information to be included in earnings press
releases, and any financial information and earnings guidance provided to analysts and rating agencies.
This may be done generally and does not require the Committee to discuss in advance each earnings
release or each instance in which the Company may provide earnings guidance.
Periodic Assessment of Accounting Practices and Policies
Obtain and review timely reports from the independent auditor regarding:
all critical accounting policies and practices to be used;
all alternative treatments of financial information within GAAP that have been discussed with
management, ramifications of the use of such alternative disclosures and treatments, and the
treatment preferred by the independent auditor; and
other material written communications between the independent auditor and management, such as
any management letter or schedule of unadjusted differences.
Review, including with management and the independent auditor, if appropriate:
major issues regarding accounting principles and financial statement presentations, including any
significant changes in the Company's selection or application of accounting principles, and major
issues as to the adequacy of the Company's internal controls and any special audit steps adopted in
light of material control deficiencies;
analyses prepared by management or the independent auditor setting forth significant financial
reporting issues and judgments made in connection with the preparation of the financial
statements, including analyses of the effects of alternative GAAP methods on the financial
the effect of regulatory and accounting initiatives, as well as off-balance sheet structures, on the
financial statements of the Company.
Review changes in promulgated accounting and auditing standards that may materially affect the
Company's financial reporting practices.
Periodic Assessment of Risk and Risk Management
Discuss guidelines and policies with respect to risk assessment and risk management, including the
Company's major financial risk exposures and any steps management has taken to monitor and control
Internal Control and Audit Review
Review and discuss, as the Committee deems appropriate, with the independent auditor the
responsibilities and performance of the Company's internal audit function.
Review any reports from management regarding the effectiveness of, or any deficiencies in, the design
or operation of internal controls and any fraud (whether or not material) that involves management or
other employees who have a significant role in the Company's internal controls.
Review any report issued by the Company's independent auditor regarding the Company's internal
Review any transactions between the Company and its officers or directors or affiliates of officers or
Set clear policies for the Company's hiring of employees or former employees of the independent
auditor, to ensure that these policies comply with any applicable regulations.
Ethics Compliance and Complaint Procedures
Establish procedures for the receipt, retention and treatment of complaints regarding accounting,
internal accounting controls or auditing matters.
Establish procedures for the confidential, anonymous submission by employees of concerns regarding
questionable accounting or auditing matters.
Regularly report to the Board on significant matters arising from the Committee's activities, including,
to the extent the Committee deems appropriate, any issues that arise with respect to the quality or
integrity of the Company's financial statements, the Company's compliance with legal or regulatory
requirements, the qualification and independence of the independent auditor, and the performance of
the internal audit function and independent auditor.
Prepare a report of the Committee as required by the SEC to be included in the Company's annual proxy
The Committee shall establish a meeting calendar annually, which shall include at least quarterly meetings.
The Committee may hold such other meetings as are necessary or appropriate for the Committee to fulfill its
responsibilities. In the absence of a member designated by the Board to serve as Chair, the members of the
Committee may appoint from among their number a person to preside at their meetings.
At least quarterly, the Committee shall meet separately with management, internal audit personnel and the
independent auditor to discuss matters that the Committee or the other groups believe deserve Committee
The Committee shall review and reassess this Charter at least annually and, if appropriate, propose changes
to the Board.
The Committee shall obtain or perform an annual evaluation of the Committee's performance and make
applicable recommendations for improvement.
Although the Committee has the responsibilities and powers set forth above, it is not the Committee's
responsibility to plan or conduct audits or to determine whether the Company's financial statements and
disclosures are complete and accurate or in accordance with generally accepted accounting principles and
applicable rules and regulations.