**Exhibit 99.1**

 

AUDIT COMMITTEE CHARTER

 

# **Membership and Meetings**

## **Membership**

It is recommended that the Committee shall be comprised of no fewerthan three members as appointed by the Board of Directors upon recommendationof the Board Affairs Committee. Each Committee member shall meet theindependence, experience and other membership requirements of the SecuritiesExchange Act of 1934 (the “Exchange Act”) and the regulations of the Securitiesand Exchange Commission (“Commission”).

 

The Board will recommend the Committee members and a Committee Chair.Consideration will be given to staffing the Committee with at least one memberwho is an audit committee financial expert as defined by the Commission. EachCommittee member will serve at the pleasure of the Board for such term as theBoard may decide or until such Committee member is no longer a Board member.

 

## **Meetings**

The Committee shall meet in person or telephonically as often as itdetermines, but not less frequently than once per quarter. Meetings of the Committeeshould be attended by representatives of the Company’s principal externalauditors (“independent auditors”), the Chief Financial Officer, the Leader ofInternal Audit, the General Counsel and others as and when deemed appropriateby the Committee. The Committee shall meet privately with such persons orgroups, whenever the Committee deems it appropriate.

 

The Committee Chair shall be responsible for calling the meetings ofthe Committee, establishing meeting agenda with input from management and supervisingthe conduct of the meetings.

 

A majority of the number of appointed Committee members will constitutea quorum for conducting business at a meeting of the Committee.

 

# **Purposes**

The Committee will assist the Board in the oversight of (1) the integrityof the financial statements of the Company, (2) the independent auditor’squalifications and independence, (3) the performance of the Company’s internalaudit function and independent auditors, and (4) the compliance by the Companywith legal and regulatory requirements.

 

The Committee shall also prepare the report required by the rules ofthe Commission to be included in the Company’s annual proxy statement.

 

# **Committee Authority and ResponsibilitiesRelationship with the Independent Auditors**

The Committee has the sole authority to appoint or replace theindependent auditor. Notwithstanding this authority, the Committee will askshareholders to ratify the Committee’s selection. If shareholders fail to soratify, the Committee will consider that fact in its future selection of theindependent auditor.

 

The Committee is responsible for the compensation and oversight of thework of the independent auditor for the purpose of preparing or issuing anaudit report or related work. The independent auditor will report directly tothe Committee.

 

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## **Preapproval ofAudit and Non-Audit Services**

The Committee has the sole authority to preapprove all auditingservices and permitted nonaudit services to be performed by the independentauditor. The Committee may delegate this authority to subcommittees consistingof one or more members when appropriate, including the authority to grantpreapprovals of audit and permitted non-audit services, provided that decisionsof such subcommittee to grant preapprovals are presented to the full Committeeat its next scheduled meeting.

 

## **Resources of theCommittee**

The Committee has the authority to retain independent legal, accountingor other advisors. The Company will provide for appropriate funding, asdetermined by the Committee, for payment of compensation to the independentauditor and to any advisors employed by the Committee.

 

## **Reports to theBoard**

The Committee will make regular reports to the Board.

 

## **Charter Reviews**

The Committee will review and reassess the adequacy of this Charterannually and recommend any proposed changes to the Board for approval.

 

## **PerformanceAssessment**

The Committee will annually review the Audit Committee’s ownperformance.

 

## **OtherResponsibilities**

The Committee, to the extent it deems necessary or appropriate, will:

 

### **FinancialStatement and Disclosure Matters**

 

1.                                       Reviewand discuss with management and the independent auditor:

 

(a)                                                        Theannual audited financial statements (and related Form 10-KSB) and quarterlyunaudited financial statements (and related Forms 10-QSB), includingdisclosures made in management’s discussion and analysis, and recommend to theBoard whether the audited financial statements should be included in theCompany’s Form 10-KSB.

(b)                                                       Significantfinancial reporting issues and judgments made in connection with thepreparation of the Company’s financial statements, including any significantchanges in the Company’s selection or application of accounting principles, anymajor issues as to the adequacy of the Company’s internal controls and any specialsteps adopted in light of material control deficiencies.

(c)                                                        Theeffect of regulatory and accounting initiatives as well as off-balance sheetstructures on the Company’s financial statements.

 

2.                                       Reviewand discuss reports from the independent auditors on:

 

(a)                                  Allcritical accounting policies and practices to be used.

(b)                                 Allmaterial alternative treatments of financial information within generallyaccepted accounting principles that have been discussed with management,ramifications of the use of such alternative disclosures and treatments, andthe treatment preferred by the independent auditor.

(c)                                  Othermaterial written communications between the independent auditor and management,such as any management letter or schedule of unadjusted differences.

 

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3.                                       Discusswith management the Company’s earnings press releases (including any use of“pro-forma” or “adjusted non-GAAP information”), financial information andearnings guidance provided to analysts and rating agencies.

 

4.                                       Discusswith management the Company’s major financial risk exposures and the stepsmanagement has taken to monitor and control such exposures, including theCompany’s risk assessment and risk management policies.

 

5.                                       Discusswith the independent auditor the matters required to be discussed by Statementon Auditing Standards No. 61 relating to the conduct of the audit, includingany difficulties encountered in the course of the audit work, any restrictionson the scope of activities or access to requested information, and any disagreementswith management.

 

6.                                       Reviewdisclosures made to the Audit Committee by the Company’s CEO and CFO duringtheir certification process for the Form 10-KSB and Form 10-QSB about anysignificant deficiencies in the design or operation of internal controls ormaterial weaknesses therein and any fraud involving management or otheremployees who have a significant role in the Company’s internal controls.

 

### **Oversightof the Company’s Relationship with the Independent Auditor**

7.                                       Atleast annually, review a report from the independent auditor describing:

(a)                                  theindependent auditor’s internal quality-control procedures,

(b)                                 anymaterial issues raised by the most recent internal quality-control review, orpeer review, of the firm, or by any inquiry or investigation by governmental orprofessional authorities within the preceding five years respecting one or moreindependent audits carried out by the firm,

(c)                                  anysteps taken to deal with any such issues, and

(d)                                 allrelationships between the independent auditor and the Company.

 

8.                                       Evaluatethe qualifications, performance and independence of the independent auditor,including considering whether the auditor’s quality controls are adequate andthe provision of permitted non-audit services is compatible with maintainingthe auditor’s

independence. This review should also include an evaluation of the leadaudit partner. The Committee shall present its conclusions with respect to theindependent auditor and lead audit partner to the Board.

 

### **Oversightof the Company’s Internal Audit Function**

 

9.                                       Reviewthe appointment and replacement of the Leader of Internal Audit.

 

10.                                 Reviewthe Company’s internal system of audit and financial controls, internal auditplans and the results of internal audits.

 

### **ComplianceOversight Responsibilities**

 

11.                                 Review(a) the status of the Company’s compliance with applicable laws andregulations, (b) major legislative and regulatory developments which couldmaterially impact the Company, and (c) management’s efforts to monitorcompliance with the Corporation’s code of conduct.

 

12.                                 Reviewand investigate any matters pertaining to the integrity of senior management,including conflicts of interest or adherence to standards of conduct asrequired by Company policy.

 

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13.                                 Establishprocedures for the receipt, retention and treatment of complaints received bythe Company regarding accounting, internal accounting controls or auditingmatters, and the confidential, anonymous submission by employees of concernsregarding questionable accounting or auditing matters.

 

14.                                 Obtainfrom the independent auditor assurance that Section 10A (b) of theExchange Act has not been implicated.

 

# **Limitation of Audit Committee’s Role**

While the Committee has the responsibilities and powers set forth inthis Charter, it is not the duty of the Committee to plan or conduct audits orto determine that the Company’s financial statements and disclosures arecomplete and accurate and are in accordance with generally accepted accountingprinciples and applicable rules and regulations. These are the responsibilitiesof management and the independent auditor.

 

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