**Exhibit 99.1**

 

**Audit Committee Charter**

 

The Board of Directors of the Company has delegatedto the Audit Committee the Board’s responsibility for monitoring the auditfunction of the Company, which includes the selection of independent auditors,determination of the independence of the independent auditors, and internalauditing and internal accounting controls.

 

Membersof the Audit Committee shall discharge their committee duties using theirbusiness judgment in accordance with standards prescribed for directors byapplicable state corporate law and rules adopted from time to time by theSecurities and Exchange Commission.

 

# **Membershipof the Audit Committee**

 

The Audit Committee is madeup of three or more members of the Board of Directors who meet applicableindependence standards and have the ability to read and understand basicfinancial statements.

 

Members of the AuditCommittee are encouraged to make use of training opportunities and consultantsto enhance their ability to perform their committee responsibilities.

 

# **Scope ofResponsibilities**

 

1.              Recommend to the Board of Directors theselection of the Company’s independent accountants, who shall be accountable tothe Board of Directors and the Audit Committee, and, when appropriate, theirdismissal.

 

2.              Review with the independent accountants theirindependence under applicable standards of independence and report the resultsof the review to the Board of Directors.

 

3.              On an annual basis, in conjunction withcommencement of the annual audit, review the independent auditors’ audit planand consider its scope, staffing, reliance upon management and internal auditfunctions, general audit approach, and the methods, practices, and policiesgoverning the audit work.

 

4.              Review the budget, audit plans, changes inaudit plans, activities, organizational structure, and qualifications of theinternal audit department, as needed.

 

5.              Approve all fees and other compensation(subject to de minimis exceptions as defined by law for non-audit services) tobe paid to the independent auditors.

 

6.              Pre-approve all audit and non-audit services(subject to de minimis exceptions as defined by law for non-audit services)provided by the independent auditors in accordance with applicableregulations.  The Audit Committee maydelegate its authority to pre-approve nonaudit services to one or moredesignated Audit Committee members.  Thedecisions of the designated member(s) shall be presented to, and ratifiedby, the full Audit Committee at the next subsequent meeting.

 

7.              In consultation with management, theindependent auditors, and the internal auditors, review management’s periodicevaluations of the Company’s financial reporting processes and controls,including disclosure controls and procedures and internal controls, and all reportsor attestations of the independent auditors on the Company’s internalcontrols.  Review significant financialrisk exposures identified in such reports and the steps management has taken tomonitor, control, and report such exposures. Review significant findingsprepared by the independent auditors and the internal audit department togetherwith management’s responses.

 

8.              Meet with the independent accountants toreview: (a) any problems encountered in the audit including anyrestrictions imposed by management; and (b) the adequacy and effectivenessof administrative, operating

 

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and accounting policies of the Company. Establish a communications channel for the independent accountants to beable to contact the Audit Committee directly without going through management.

 

9.              Meet with the internal auditors to review: (a) anyproblems encountered in internal audits including any restrictions imposed bymanagement; and (b) the adequacy and effectiveness of administrative,operating, and accounting policies of the Company.  Establish a communications channel for theinternal auditors to be able to contact the Audit Committee directly withoutgoing through management.

 

10.        Review and approve all significant proposed accounting changes.

 

11.        Review and discuss with management and the independent auditors theCompany’s annual audited financial statements prior to the filing of its Form 10-K,including disclosures made in the “Management’s Discussion and Analysis or Planof Operation.”  Report to the Board of Directorsthe Audit Committee’s recommendation of whether to include the auditedfinancial statements in the Company’s Annual Report on Form 10-K.

 

12.        Review and discuss with management and the independent auditor theCompany’s quarterly financial statements prior to the filing of its Form 10-Q,including disclosures made in the “Management’s Discussion and Analysis or Planof Operation.”

 

13.        Investigate any matter which the Audit Committee deems to be in theinterest of the Company and report its findings to the Board of Directors.

 

14.         Review and approve any Audit Committee report to be included in theCompany’s proxy statement.

 

15.        Discuss with management the Company’s earnings press releases,including the use of “pro forma” or “adjusted” non-GAAP information, as well asfinancial information and earnings guidance provided to analysts and ratingagencies.  Such discussion may be donegenerally (consisting of discussing the types of information to be disclosedand the types of presentations to be made).

 

16.        Discuss with management and the independent auditor the effect ofregulatory and accounting initiatives, as well as off-balance sheet structures,on the Company’s financial statements.

 

17.        Prior to releasing the annual audit report, discuss with the independentauditor the matters required to be discussed by Statement and AuditingStandards No. 61 relating to the conduct of the audit, including anydifficulties encountered in the course of the audit work, any restrictions onthe scope of activities or access to requested information, and any significantdisagreements with management.

 

18.        Review with the Chief Executive Officer, President, Chief FinancialOfficer, financial and other relevant management, and the independent auditorsthe Company’s annual and quarterly certifications as required by applicableregulations.  Discuss (1) anysignificant deficiencies identified to the Audit Committee in the design oroperation of financial accounting, reporting, disclosure controls andprocedures, and internal controls, (2) the process used by the officers tocertify the annual and quarterly reports, (3) any material issues or riskexposures identified during the certification process, and (4) the stepsmanagement has taken to monitor, control, and report such exposures and controldeficiencies.

 

19.        Receive and review with the independent auditors quarterly reports, andother reports if requested by the Audit Committee from time to time, preparedby the independent auditors concerning (i) the critical accountingpolicies and practices of the Company and (ii) all alternative treatmentsof financial information within generally accepted accounting principles thathave been discussed with management and the ramifications and preferredtreatment of such information.  Directthe independent auditors to provide to the Audit Committee, at the time theyare sent to management, all material written communications between theindependent auditors and management.

 

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20.        At least annually, obtain and review a report by the independentauditors describing (1) the independent auditors’ internal quality-controlprocedures, (2) any material issues raised by the most recent internalquality-control review or peer review of the independent auditors or by anyinquiry or investigation by governmental or professional authorities, withinthe preceding five years, respecting one or more independent audits carried outby the independent auditors, and any steps taken to deal with any such issues,and (3) all relationships between the independent auditors and theCompany, so that the Audit Committee can assess the auditors’ independence.

 

21.       Ensure the rotation of the audit partners as required by law.  At least annually, review and discuss withthe independent auditors all relationships they have with the Company,including the provision of non-audit services, and the necessity for rotationof independent auditor personnel.

 

22.       Establish procedures for the receipt, retention, and treatment ofcomplaints received by the Company regarding accounting, internal accountingcontrols, or auditing matters.  Establishprocedures for the confidential, anonymous submission by employees of theCompany of concerns regarding questionable accounting or auditing matters.

 

23.       Establish policies concerning the employment of employees and formeremployees of the independent auditors, including policies addressing legalrequirements.

 

24.       Review related party transactions on a quarterly basis, and approveonly those which do not create or intensify existing conflicts.

 

# **AuditCommittee Activities**

 

1.              The Audit Committee shall meet upon the callof its chairman and at such other times as it shall determine.

 

2.               Meetings of the Audit Committee shall be openonly to members of the Audit Committee and those invited to be present by theAudit Committee.

 

3.              The Audit Committee is authorized to employand consult with accountants, attorneys, and other professionals to assist it.

 

4.              The Audit Committee may meet together withthe audit committees of the Company’s subsidiaries but no person who is not amember of the Company’s audit committee shall be entitled to vote on any matterconsidered by the Audit Committee.

 

5.              The Audit Committee shall have unlimitedaccess to all employees, books, and records of the Company.

 

6.               The Audit Committee shall report itsactivities and recommendations to the Board of Directors at any regular orspecial meeting of the Board of Directors.

 

7.              The Audit Committee shall review and reassessthe adequacy of this Charter annually and recommend any proposed changes to theBoard for approval.  The Audit Committeeshall annually review the Audit Committee’s own performance.

 

8.              Discuss with the Company’s general counsellegal matters that may have a material impact on the financial statements orthe Company’s compliance policies.

 

# **Amendmentor Repeal of Charter**

 

TheBoard of Directors may amend or repeal this Charter and the duties of the AuditCommittee at any time.

 

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**Limitationof the Audit Committee’s Role**

 

Whilethe Audit Committee has the responsibilities and powers set forth in thisCharter, it is not the duty of the Audit 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 responsibilities of managementand the independent auditor.

 

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