2004 Committee Charter : RDCI. ORGANIZATION
The Audit Committee shall consist of three or more directors as determined by
the Board of Directors, each of whom shall be free from any relationship that in
the opinion of the Board would interfere with the exercise of independent
judgement as a member of the Committee. Each member shall meet the independence
and financial literacy requirements of the New York Stock Exchange (NYSE). One
member must have accounting or related financial management expertise, as
interpreted by the Board. One or more members may be designated as an Audit
Committee financial expert by the Board.
If an Audit Committee member simultaneously serves on the audit committees of
more than three public companies, then in each case the Board must determine
that simultaneous service on such other audit committees would not impair the
effectiveness of the service of that director on the Company's Audit Committee.
The Board shall disclose any such determination in the Company's annual proxy
The members of the Committee shall be elected by the Board for a one-year term
and may be re-elected for successive terms. One member of the Committee will be
elected by the Board as Chairman and will be responsible for the scheduling of
regular and special meetings and the functioning of the Committee.
II. STATEMENT OF PURPOSE AND AUTHORITY
The Audit Committee shall assist the Board in fulfilling its oversight
responsibilities to the shareholders to overview (i) the integrity of the
financial statements of the Company, (ii) the compliance by the Company with
legal and regulatory requirements, (iii) the independence, qualifications and
performance of the Company's independent auditor, and (iv) the performance of
the Company's internal audit function. The Committee shall prepare an Audit
Committee report as required to be included in the Company's annual proxy
statement under the rules of the Securities and Exchange Commission.
The Audit Committee is directly responsible for the appointment, compensation
and oversight of the public accounting firm engaged to issue an audit report on
the financial statements of the Company or to perform other audit, review or
attest services for the Company, and such public accounting firm shall report
directly to the Audit Committee. The Audit Committee shall have the sole
authority to retain special legal, accounting or other consultants to advise the
Committee and to approve the fees and other retention terms of these
The Audit Committee may request any officer or employee of the Company or the
Company's outside counsel or independent auditor to attend a meeting of the
Committee or to meet with any members of, or consultants to, the Committee.
In discharging its oversight role, the Committee is empowered to investigate any
matter brought to its attention, with full power to retain outside counsel or
other experts for this purpose or to otherwise carry out its duties.
III. RESPONSIBILITIES AND PROCEDURES
In fulfilling its responsibilities to the Company's Board of Directors and
shareholders, the Audit Committee will have certain responsibilities and follow
certain procedures, as described below. The timing and extent of specific steps
to be taken within each such procedure is fully within the discretion of the
Committee. Other responsibilities and procedures of the Committee may be
required from time to time by law, rules of the NYSE, the Company's bylaws or
the Board of Directors.
In fulfilling its responsibilities, the Committee will:
-- Engage the independent auditor to audit the financial statements of the
Company, which firm is ultimately accountable to the Committee.
-- Review and approve the fees and other compensation to be paid to the
-- Review and discuss at least annually a written statement from the
independent auditor detailing any and all relationships between the
auditor and the Company that bear on the independence of the auditor, as
well as the internal quality control procedures of the auditor, 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 firm, and any
steps taken to deal with any such issues.
-- Review with the independent auditor and financial managers of the Company
the scope of the proposed audit for the current year.
-- Review with management and the independent auditor the audited financial
statements and quarterly financial statements and the discussions under
"Management's Discussion and Analysis" to be included or incorporated by
reference in the Company's annual and quarterly reports.
-- Review significant financial reporting issues and judgements highlighted
by management and the independent auditor. Inquire whether the independent
auditor is satisfied with the disclosure and content of the financial
statements to be presented to the shareholders. Review any major issues
identified by the independent auditor regarding accounting and auditing
principles and estimates, or any changes therein.
-- Review the effects of regulatory and accounting changes, as well as off
balance sheet structures, on the financial statements of the Company.
-- Discuss the Company's earnings press releases, as well as any financial
information provided to analysts and rating agencies. The Committee may
address this information generally and is not required to address it in
advance of each such earnings release or instance when information is to
-- Following completion of the annual audit, review with management and the
independent auditor any significant problems or difficulties encountered
during the course of the audit, including any restrictions on the scope of
work or access to required information, and management's response. This
review should include the responsibilities, budget and staffing of the
internal audit function.
-- Review any significant disagreements identified by management and the
independent auditor in connection with the preparation of the financial
statements. Review any special steps adopted in light of any material
-- Review with the independent auditor and with financial and accounting
personnel, the adequacy and effectiveness of the accounting and financial
controls of the Company, and elicit any recommendations for the
improvement of internal controls. Particular emphasis should be given to
the adequacy of the internal controls to expose any payments,
transactions, or procedures that might be deemed illegal or otherwise
-- Meet separately, periodically, with the internal auditors and with the
independent auditor without members of management present. Among the items
to be discussed in this meeting are the independent auditors' evaluation
of the competency of the Company's financial and accounting personnel, and
the level of cooperation that the independent auditor received during the
course of the audit.
-- Evaluate the performance of the independent auditor and, if so determined
by the Audit Committee, terminate the engagement of the independent
auditor. This evaluation should include the review and evaluation of the
lead partner of the independent auditor.
-- Determine that rotation requirements for partners of the independent
auditor have been satisfied. Consider whether there should be rotation of
the audit firm itself in order to assure continuing auditor independence.
-- Set clear hiring policies for employees or former employees of the
-- Review a summary of the programs and policies of the Company designed to
monitor compliance with applicable laws and regulations.
-- Periodically review the Company's Policy Statement and Conflict of
Interest Guide. Review the exceptions and disclosed matters in the annual
survey of employees in key positions.
-- Establish procedures for (i) the receipt, retention and treatment of
complaints received by the Company regarding accounting, internal
accounting controls or auditing matters and (ii) the confidential,
anonymous submission by employees of concerns regarding questionable
accounting or auditing matters.
-- Establish procedures for reporting violations of the Company's Code of
Business Conduct and Ethics and Code of Ethics for Senior Financial
Officers and monitoring accountability for such Codes.
-- Review a summary of the procedures established by the Company that monitor
the compliance by the Company with its loan and indenture covenants and
-- Discuss guidelines and policies with respect to risk assessment and risk
management. Inquire of the chief financial officer, the internal auditor
and the independent auditor about significant risks or exposures and
assess the steps management has taken to minimize such risk to the
-- Oversee and review the Company's internal audit function.
-- Discuss any exceptions identified by the independent auditor resulting
from their review of the Company's quarterly reports on Form 10-Q.
-- Review and reassess the adequacy of this charter annually and recommend
any proposed changes to the Board of Directors for approval.
-- Conduct an annual self-evaluation of the performance of the Committee.
-- Report periodically to the full Board and review with the Board any issues
regarding the quality or integrity of the Company's financial statements,
the performance and independence of the independent auditors or the
performance of the internal audit function.
-- Prepare the report required to be included in the Company's annual proxy
statement by the rules of the Securities and Exchange Commission.
Although the Audit Committee has certain responsibilities and powers, as set
forth in this charter, it is not the duty of the Audit Committee to plan or
conduct audits or to determine that the Company's financial statements are
complete and accurate and are in accordance with generally accepted accounting
principles. This is the responsibility of management and the independent
auditor. Nor is it the duty of the Audit Committee to assure compliance with
laws and regulations or the Company's Policy Statement and Conflict of Interest
Guide. The Audit Committee shall be entitled to rely on management and the
independent auditor in fulfilling its oversight and all other responsibilities
under this charter.