**Exhibit 11.2**

 

 

**AUDITCOMMITTEE CHARTER**

 

**1.****            ****MISSION STATEMENT**

 

TheAudit Committee (the “Committee”) will assistthe Board of Directors in fulfilling its oversight responsibilities. The Audit Committee will review thefinancial reporting process, the system of internal control, the audit process,and the company’s process for monitoring compliance with laws and regulationsand with the Code of Ethical Conduct. In performing its duties, the Committeewill maintain effective working relationships with the Board of Directors,management, and the external auditors. To effectively perform his or her role,each Committee member will obtain an understanding of the detailedresponsibilities of Committee membership as well as the company’s business,operations, and risks.

 

The function of the Committeeis oversight and while it has the responsibilities and powers set forth in thischarter, it is neither the duty of the Committee to plan or to conduct auditsor to determine that the company’s financial statements are complete, accurateand in accordance with generally accepted accounting principles, nor tomaintain internal controls and procedures.

 

**2.****            ****POWERS**

 

The Board authorizes the AuditCommittee, within the scope of its responsibilities, to:

 

·      Performactivities within the scope of its charter.

·      Engageindependent counsel and other advisers as it deems necessary to carry out itsduties.

·      Set and pay thecompensation for any advisors it employs.

·      Ensure theattendance of company officers at meetings as appropriate.

·      Haveunrestricted access to members of management, employees and relevantinformation.

·      Communicatedirectly with the internal and external auditors.

 

**3.****            ****COMPOSITION**

 

·      The AuditCommittee shall be formed of three members, each of which shall be a directornot holding a management function.

·      Each membershall provide a useful contribution to the Committee.

·      All membersshall be independent of management.

·      All membersmust be financially literate.

·      The chairpersonof the Audit Committee shall be appointed by the Board from time to time.

·      The term of themandate of each member shall be one year.

·      The quorumrequirement for any meeting shall be two members.

·      The secretaryof the Audit Committee shall be the secretary of the company or any other individualappointed by the Board.

 

**4.****            ****MEETINGS**

 

·      If deemednecessary, the Audit Committee may invite other individuals.

·      Externalauditors shall be invited, if needed, to make presentations to the AuditCommittee.

·      The Committeeshall meet at least four times a year. Special meetings may be held if needed.If deemed necessary, external auditors may invite members to attend anymeeting.

·      The AuditCommittee will meet with the external auditors at least once a year withoutmanagement presence.

·      The minutes ofeach meeting shall be recorded.

 

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**5.****            ****ROLE AND RESPONSIBILITIES**

 

**A.****           ****Financial Information**

 
| i)     | Review significant accounting and reporting  issues, including recent professional and regulatory pronouncements, and  understand their impact on the financial statements.                                                                                                                                                                                                                                                                                                                            |
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| ii)    | Ask management and external auditors about  significant risks and exposures and the plans to minimize such risks.                                                                                                                                                                                                                                                                                                                                                                                      |
| iii)   | Review the unaudited interim financial  statements, the audited annual financial statements in addition to any  documents which accompany such financial statements, such as the report of  the external auditors, prior to filing or disclosure. Determine whether they  are complete and consistent with the information known to Committee members,  and assess whether the financial statements reflect appropriate accounting  principles and recommend their approval to the Board of Directors. |
| iv)    | Review and recommend for approval by the  Board, all public disclosure documents containing audited or unaudited  financial information, including Management’s Discussion and Analysis of  financial condition, all sections of the Annual Report and press releases  concerning annual and interim financial results, and consider whether the  information is adequate and consistent with members’ knowledge about the  company and its operations.                                      |
| v)     | Review the compliance of the President and  Chief Executive Officer and of the Chief Financial Officer certification on  the company’s controls and procedures disclosure of information and the  attestation by management of the financial reports.                                                                                                                                                                                                                                             |
| vi)    | Pay particular attention to complex and/or  unusual transactions such as restructuring charges and derivative  disclosures.                                                                                                                                                                                                                                                                                                                                                                            |
| vii)   | Focus on judgmental areas such as those  involving valuation of assets and liabilities including, for example, the  accounting for and disclosure of: obsolete or slow-moving inventory; loan  losses; warranty, product, and environmental liability; litigation reserves  and other commitments and contingencies.                                                                                                                                                                                   |
| viii)  | Meet with management and the external auditors  to review the financial statements and the results of the audit.                                                                                                                                                                                                                                                                                                                                                                                       |
| ix)    | Consider management’s handling of proposed  audit adjustments identified by the external auditors.                                                                                                                                                                                                                                                                                                                                                                                                |
| x)     | Ensure that the external auditors  communicate certain required matters to the Committee.                                                                                                                                                                                                                                                                                                                                                                                                              |
| xi)    | Be briefed on how management develops and  summarizes quarterly financial information, the extent to which the external  auditors review quarterly financial information, and whether that review is  performed on a pre- or post-issuance basis.                                                                                                                                                                                                                                                      |
| xii)   | Meet with management and, if a pre-issuance  review was completed, with the external auditors, either by telephone or in  person, to review the interim financial statements and the results of the  review.                                                                                                                                                                                                                                                                                           |
| xiii)  | To gain insight into the fairness of the interim  statements and disclosures, obtain explanations from management on whether.                                                                                                                                                                                                                                                                                                                                                                          |
|   | ·                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |   | Actual financial results for the  quarter or interim period varied significantly from budgeted or projected  results; |
|   | ·                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |   | Changes in financial ratios and  relationships in the interim financial statements are consistent with changes  in the company’s operations and financing practices; |
|   | ·                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |   | Generally accepted accounting  principles have been consistently applied; |
|   | ·                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |   | There are any actual or proposed  changes in accounting or financial reporting practices; |
|   | ·                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |   | There are any significant or  unusual events or transactions; |
|   | ·                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |   | The company’s financial and  operating controls are functioning effectively; |
|   | ·                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |   | The company has complied with the  terms and conditions of loan agreements or security indentures; and |
|   | ·                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |   | The interim financial statements  contain adequate and appropriate disclosures. |

 
| xiv) | Ensure that the external auditors  communicate certain required matters to the Committee. |
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**B.****           ****External Audit**

 
| i)   | Review the professional qualification of  the auditors (including background and experience of partner and auditing  personnel).                                                                       |
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| ii)  | Consider the independence of the external  auditor and any potential conflicts of interest.                                                                                                            |
| iii) | Review on an annual basis the performance  of the external auditors and make recommendations to the Board for their  compensation, their appointment, retention and termination of their  appointment. |
| iv)  | Oversee the work of the external auditors,  including the resolution of disagreements between management and the external  auditors regarding financial reporting.                                     |

 

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| v)    | Make sure to receive periodic reports from  the external auditors.                                                                                                                                                                                                                                                                                                                                                                                                           |
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| vi)   | Review the external auditors’ scope and  plan of the annual audit, as well as the approach for the current year in  light of the company’s present circumstances and changes in regulatory and  other requirements.                                                                                                                                                                                                                                                |
| vii)  | Annually, or more frequently as may be  required, consult with the external auditors, without the presence of  management, as to internal controls, the fullness and accuracy of the  financial statements, any significant difficulties encountered during the course  of the audit or access to required information, the quality of financial  personnel, the level of co-operation received from management any unresolved  material differences of opinion or disputes. |
| viii) | Discuss with the external auditor the  appropriateness of the accounting policies applied in the company’s financial  reports and whether they are considered as aggressive, balanced or  conservative.                                                                                                                                                                                                                                                                 |
| ix)   | Approve all audit engagement fees and terms  as well as reviewing policies for the provision of non-audit services by the  external auditors and, when required, the framework for pre-approval of such  services.                                                                                                                                                                                                                                                           |
| x)    | Review and approve the company’s hiring  policies regarding partners, employees and former partners and employees of  the present and former external auditor of the company.                                                                                                                                                                                                                                                                                           |

 

**C.****           ****Internal Control**

 
| i)    | Evaluate whether management is setting the  appropriate tone at the top by communicating the importance of internal  controls and ensuring that all individuals possess an understanding of their  roles and responsibilities.                                                                                                           |
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| ii)   | Understand the controls and processes  implemented by management to ensure that the financial statements derive from  the underlying financial systems, comply with relevant standards and  requirements, and are subject to appropriate management review.                                                                              |
| iii)  | Satisfy itself as to the adequacy of  company’s review procedures regarding disclosure of other financial  information.                                                                                                                                                                                                             |
| iv)   | Gain an understanding of the current areas  of financial risk and how these are being handled by the management.                                                                                                                                                                                                                         |
| v)    | Focus on the extent to which management  reviews computer systems and applications, the security of such systems and  applications, and the contingency plan for processing financial information  in the event of a systems breakdown.                                                                                                  |
| vi)   | Gain an understanding of whether internal  control recommendations made by external auditors have been implemented by  management.                                                                                                                                                                                                       |
| vii)  | Ensure that the external auditors keep the  Audit Committee informed about fraud, illegal acts, deficiencies in internal  control, and any other matter deemed appropriate.                                                                                                                                                              |
| viii) | Establish procedures for (1) the  receipt, retention and treatment of complaints received by the Company  regarding accounting, internal accounting controls or auditing matters, and  (2) for the confidential, anonymous submission by Company employees of  concerns regarding questionable accounting or auditing matters. |

 

**D.****           ****Corporate governance**

 
| i)    | Review the effectiveness of the system for  monitoring compliance with laws and regulations and the results of  management’s investigation and follow-up (including disciplinary action) on  any fraudulent acts or accounting irregularities. |
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| ii)   | Periodically obtain updates from  management, general counsel, and tax director regarding compliance.                                                                                                                                               |
| iii)  | Be satisfied that all regulatory compliance  matters have been considered in the preparation of the financial statements.                                                                                                                           |
| iv)   | Review the findings of any examinations by  regulatory agencies.                                                                                                                                                                                    |
| v)    | Ensure that a Code of Ethical Conduct is  formalized in writing and that all employees are aware of it.                                                                                                                                             |
| vi)   | Review periodically the content of the Code  of Ethical Conduct and make sure employees are informed of amendments.                                                                                                                                 |
| vii)  | Evaluate whether management is setting the  appropriate tone at the top by communicating the importance of the Code of  Ethical Conduct and the guidelines for acceptable business practices.                                                       |
| viii) | Review the program for monitoring  compliance with the Code of Ethical Conduct.                                                                                                                                                                     |
| ix)   | Periodically obtain updates from management  and general counsel regarding compliance.                                                                                                                                                              |

 

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**E.****            ****Other Responsibilities**

 
| i)    |   | Meet with the external auditors and  management in separate executive sessions to discuss any matters that the  Committee or these groups believe should be discussed privately.                                                             |
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| ii)   |   | Ensure that significant findings and  recommendations made by the external auditors are received and discussed on a  timely basis.                                                                                                           |
| iii)  |   | Review, with the company’s counsel, any  legal matters that could have a significant impact on the company’s financial  statements.                                                                                                |
| iv)   |   | Review the policies and procedures in  effect for considering officers’ expenses and perquisites.                                                                                                                                       |
| v)    |   | If necessary, institute special  investigations and, if appropriate, hire special counsel or experts to  assist.                                                                                                                             |
| vi)   |   | Perform other oversight functions as requested  by the full Board.                                                                                                                                                                           |
| vii)  |   | Regularly update the Board of Directors  about Committee activities and make appropriate recommendations.                                                                                                                                    |
| viii) |   | Ensure the Board is aware of matters that  may significantly impact on the financial condition or affairs of the  business.                                                                                                                  |
| ix)   |   | Prepare any reports required by law or  listing rules or requested by the Board, for example a report on the  Audit Committee’s activities and duties to be included in the section on  corporate governance in the Annual Report. |
| x)    |   | Prepare and review with the Board, in the  manner the Committee deems appropriate, an annual performance evaluation of  the Committee and its members, comparing its performance with the  requirements of this charter.                     |
| xi)   |   | Review and update the Committee charter  annually.                                                                                                                                                                                           |
| xii)  |   | Discuss any changes required to be made to  this charter with the Board and ensure the charter and any such changes are  approved by the Board.                                                                                              |

 

Adopted and approved by the Boardof Directors on May 5, 2000, and amended by the Board of Directors on eachof February 26, 2004, February 28, 2006, March 4,2008 and March 10, 2009.

 

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