2003 Finance Charter: BGENFINANCE AND AUDIT COMMITTEE CHARTER
The purpose of the committee shall be to assist the board in its oversight of the integrity of the company's financial statements, of the company's compliance with legal and regulatory requirements, of the independence and qualifications of the independent auditor, and of the performance of the company's audit function and independent auditors. The committee shall have the following authority and responsibilities:
To discuss with management and the independent auditor the annual audited financial statements and quarterly financial statements, including matters required to be reviewed under applicable legal, regulatory or Nasdaq Stock Exchange requirements.
To discuss with management and the independent auditor, as appropriate, earnings results, earnings guidance, and significant financial disclosure issues.
To recommend, for shareholder ratification, the independent auditor to examine the company's accounts, controls and financial statements. The committee shall have the sole authority and responsibility to select, evaluate and if necessary replace the independent auditor. The committee shall have the sole authority to approve all audit engagement fees and terms and the committee, or a member of the committee, must pre-approve any non-audit service provided to the company by the company's independent auditor.
To discuss with management and the independent auditor, as appropriate, any audit problems or difficulties and management's response, and the company's risk assessment and risk management policies, including the company's major financial risk exposure and steps taken by management to monitor and mitigate such exposure.
To review the company's financial reporting and accounting standards and principles, significant changes in such standards or principles or in their application and the key accounting decisions affecting the company's financial statements, including alternatives to, and the rationale for, the decisions made.
To review, with the executive vice president, finance, the vice president and controller, or such others as the committee deems appropriate, the company's system of audit and financial controls and the results of audits.
To obtain and review at least annually a formal written report from the independent auditor delineating: the auditing firm's internal quality-control procedures; any material issues raised within the preceding five years by the auditing firm's internal quality-control reviews, by peer reviews of the firm, or by any governmental or other inquiry or investigation relating to any audit conducted by the firm. The committee will also review steps taken by the auditing firm to address any findings in any of the foregoing reviews. Also, in order to assess auditor independence, the committee will review at least annually all relationships between the independent auditor and the company.
To prepare and publish an annual committee report in the company's proxy statement.
To set policies for the hiring of employees or former employees of the company's independent auditor.
To review and investigate any matters pertaining to the integrity of management, including conflicts of interest, and adherence to standards of business conduct as required in the policies of the company. This should include regular reviews of the corporate compliance program and compliance processes, particularly the reporting of concerns about financial improprieties. In connection with these reviews,
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the committee will meet, as deemed appropriate, with the compliance committee, general counsel, and other company officers or employees.
The committee shall meet separately at least quarterly with management, with the corporate audit staff and also with the company's independent auditors.
The committee shall have authority to retain such outside counsel, experts and other advisors as the committee may deem appropriate in its sole discretion. The committee shall have sole authority to approve related fees and retention terms.
The committee shall report its recommendations and important findings to the board after each committee meeting and shall conduct and present to the board an annual performance evaluation of the committee. The committee shall review at least annually the adequacy of this charter and recommend any proposed changes to the board for approval.
The finance and audit committee shall consist of a minimum of three directors. Chairman and members shall be appointed by the board of directors upon the recommendation of the nominating and corporate governance committee and may be removed by the board of directors in its discretion. All members shall satisfy the Nasdaq Stock Exchange standard proposed for independence. All members shall have sufficient financial experience and ability to enable them to discharge their responsibilities and at least one member shall be a financial expert.