General. The Audit Committee plays a critical role in the Company's financial reporting system by overseeing and monitoring the integrity of the Company's financial statements, the Company's compliance with legal and regulatory requirements, the independent auditor's qualifications and independence, the performance of the Company's internal audit function, and management's and the independent auditors' participation in the financial reporting process. The Audit Committee has the ultimate authority and responsibility to select, evaluate, compensate, and, where appropriate, replace the independent auditors who are ultimately accountable to Audit Committee. The Audit Committee is authorized to retain independent legal, accounting or other expert consultants to advise the Committee in furtherance of its responsibilities.
2.
Composition of Committee. The Audit Committee shall consist of at least three independent directors appointed by the Board of Directors, and serving at its pleasure. As used herein, the term "independent director" shall have the same meaning and definition set forth in Section 303A.02 of the New York Stock Exchange Listed Company Manual, and Section 301 of the Sarbanes Oxley Act of 2002.
3.
Qualifications of Committee Members. Each member of the Audit Committee shall be financially literate, as such qualification is interpreted by the Board of Directors in its business judgment, or must become financially literate within a reasonable period of time after his or her appointment to the Audit Committee. At least one member of the Audit Committee must have accounting or related financial management expertise, as the Board of Directors interprets such qualification in its business judgment, in order to meet requirements as a "Financial Expert," as defined by the Securities and Exchange Commission.
4.
Authority, Powers & Responsibilities. The Audit Committee shall have the following authority, powers and responsibilities:
4.1
To select each year the independent auditors to audit the annual financial statements of the Company and its consolidated subsidiaries; to set the fees charged for such audits; to pre-approve and set fees for special engagements given to such auditors.
4.2
To meet with the independent auditors, Chief Executive Officer, Chief Financial Officer, internal auditor and any other Company executives both individually and together, as the Committee deems appropriate at such times as the Committee shall determine to discuss and review:
(a.)
the terms of engagement for the independent auditors, the scope of the audit, and the procedures to be used;
(b.)
the Company's quarterly and audited annual financial statements, including any related notes, the Company's specific disclosures and discussion under "Management's Discussion and Analysis of Financial Condition and Results of Operations," and the independent auditors' report, in advance of publication;
(c.)
(c) the Company's earnings' press release and financial information and guidance, if any, provided to analysts and rating agencies;
(d.)
the performance and results of the external and internal audits, including the independent auditors' management letter, and management's responses thereto;
(e.)
the effectiveness of the Company's system of internal controls, including computerized information systems and security; any recommendations by the independent auditor and internal auditor regarding internal control issues and any actions taken in response thereto; and, the internal control certification and attestation required to be made in connection with the Company's quarterly and annual financial reports;
(f.)
the environment (cooperation, restrictions, etc.) within which the audit was conducted including any limitations imposed by the Company's personnel on the independent auditors; the independent auditor's discussion of the budget and staff of the internal audit function;
(g.)
any significant risks or exposures and to assess the steps management has taken to minimize such risks to the Company, and assure compliance with Company policies;
(h.)
the overall adequacy of the Company's programs, systems and procedures for compliance with legal and regulatory requirements and for assurance that the management and affairs of the Company are conducted with all due regard for ethical and legal constraints;
(i.)
any audit problems or difficulties, including disputes between management and the independent auditors, and to attempt to resolve any such differences; and
(j.)
such other matters in connection with overseeing the financial reporting process and the maintenance of internal controls as the Committee shall deem appropriate.
4.3
To consult, separately, at least annually with the independent auditors and with members of the Internal Audit department out of the presence of management; to establish direct communication between the auditors and the Board and to assure the freedom of action necessary to accomplish their responsibilities.
4.4
To ensure that the independent auditors submit on a periodic basis, at least annually, to the Audit Committee a formal written statement delineating all relationships between the independent auditors and the Company, the firm's internal quality control procedures and peer review results and any issues raised therein, and inquiries by governmental or professional authorities within the past five years regarding audits conducted by the firm and results thereof.
4.5
To actively engage in a dialogue with the independent auditors with respect to any disclosed relationships or services that may impact the objectivity and independence of the independent auditors and to take appropriate action in response to the independent auditors' report to satisfy itself of the independent auditors' independence; to periodically evaluate the independent auditor's qualifications and performance including a review of the lead partner, taking into account the opinion of management and the internal auditor; and to set hiring policies for employees and former employees of the independent auditor.
4.6
To review and concur in the appointment, replacement, or dismissal of the head of the Internal Audit Department, and to review and concur in his or her annual compensation package; to discuss and review whether there are any unjustified restrictions or limitations on the internal audit function.
4.7
To review critical accounting policies and financial statement presentation; to discuss with management and the independent auditors significant financial reporting issues and judgments made in preparation of the Company's financial statements including the effect of alternative accounting methods; to review major changes in accounting policies.
4.8
To review and reassess annually the adequacy of the Audit Committee Charter and propose any appropriate changes to the Board.
4.9
To initiate, at its discretion, investigations within the parameters of its responsibilities.
4.10
To review compliance with the Company's code of ethics.
4.11
To prepare the Committee's report for inclusion in the Company's annual proxy statement.
4.12
To report to the entire Board at such times as the Committee shall determine, but not less than twice a year.
4.13
To conduct an annual evaluation of the Committee's performance.
4.14
To establish procedures for the receipt, retention and treatment of complaints on accounting, internal accounting controls or auditing matters including confidential, anonymous submissions by Company employees regarding questionable accounting or auditing matters.
5.
Procedures. The procedures to be followed by the Audit Committee are as follows:
5.1
To act by a majority vote of Committee members present at a meeting. A majority of the entire Committee shall constitute a quorum at any meeting, unless otherwise provided by the Board of Directors.
5.2
To keep minutes of the meetings of the Audit Committee through the use of the Secretary of the Company or, during his or her absence, such other person as may be designated by the Chairman of the Audit Committee.
5.3
To hold regularly scheduled meetings and such special meetings as the Audit Committee may from time to time deem necessary.
5.4
All contacts on behalf of the Audit Committee, outside of the regular or special meetings, shall be conducted only by either the Chairman of the Audit Committee or such other member of the Audit Committee as the Board of Directors or a majority of the entire membership of the Audit Committee may from time to time appoint for such purpose.
5.5
5.5. Subject to the required procedures above set forth, to adopt such other procedures as the Audit Committee deems advisable from time to time as are consistent with and pursuant to the objectives and functions of the Audit Committee hereinabove set forth.
Adopted by Board of Directors on February 19, 2004
Amended and Restated by Board of Directors on February 24, 2005
Amended and Restated by the Board of Directors on April 26, 2007
