**Exhibit 11.2**

 

**AUDIT COMMITTEE CHARTER**

 

**1.****            ****MISSIONSTATEMENT**

 

TheAudit Committee (the “Committee”) will assist the Board of Directors infulfilling 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.

 

Thefunction of the Committee is oversight and while it has the responsibilitiesand powers set forth in this charter, it is neither the duty of the Committeeto plan or to conduct audits or to determine that the company’s financialstatements are complete, accurate and in accordance with generally acceptedaccounting principles, nor to maintain internal controls and procedures.

 

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

 

TheBoard authorizes the Audit Committee, within the scope of itsresponsibilities, to:

 

·      Perform activities withinthe scope of its charter.

·      Engage independent counseland other advisers as it deems necessary to carry out its duties.

·      Set and pay thecompensation for any advisors it employs.

·      Ensure the attendance ofcompany officers at meetings as appropriate.

·      Have unrestricted access tomembers of management, employees and relevant information.

·      Communicate directly withthe internal and external auditors.

 

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

 

·      The Audit Committee shallbe formed of a minimum of three members, each of which shall be a director notholding a management function.

·      Each member shall provide auseful contribution to the Committee.

·      All members shall beindependent of management.

·      All members must befinancially literate.

·      The chairperson of theAudit Committee shall be appointed by the Board from time to time.

·      The term of the mandate ofeach member shall be generally one year.

·      The quorum requirement forany meeting shall be a majority of the members.

·      The secretary of the AuditCommittee shall be the secretary of the company or any other individualappointed by the Board.

 

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

 

·      If deemed necessary, theAudit Committee may invite other individuals.

·      External auditors shall beinvited, if needed, to make presentations to the Audit Committee.

·      The Committee shall meet atleast four times a year. Special meetings may be held if needed. If deemednecessary, external auditors may invite members to attend any meeting.

·      The Audit Committee willmeet with the external auditors at least once a year without managementpresence.

·      The minutes of each meetingshall be recorded.

 

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**5.****            ****ROLE ANDRESPONSIBILITIES**

 

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

 

(i)        Review significantaccounting and reporting issues, including recent professional and regulatorypronouncements, and understand their impact on the financial statements.

(ii)       Ask management and externalauditors about significant risks and exposures and the plans to minimizesuch risks.

(iii)      Review the unauditedinterim financial statements, the audited annual financial statements inaddition to any documents which accompany such financial statements, such asthe report of the external auditors, prior to filing or disclosure. Determinewhether they are complete and consistent with the information known toCommittee members, and assess whether the financial statements reflectappropriate accounting principles and recommend their approval to the Boardof Directors.

(iv)      Review and recommend forapproval by the Board, all public disclosure documents containing audited orunaudited financial information, including Management’s Discussion and Analysisof financial condition, all sections of the Annual Report and press releasesconcerning annual and interim financial results, and consider whether theinformation is adequate and consistent with members’ knowledge about thecompany and its operations.

(v)       Review the compliance ofthe President and Chief Executive Officer and of the Chief Financial Officercertification on the company’s controls and procedures disclosure ofinformation and the attestation by management of the financial reports.

(vi)      Pay particular attention tocomplex and/or unusual transactions such as restructuring charges andderivative disclosures.

(vii)     Focus on judgmental areassuch as those involving valuation of assets and liabilities including, forexample, the accounting for and disclosure of: obsolete or slow-movinginventory; loan losses; warranty, product, and environmental liability;litigation reserves and other commitments and contingencies.

(viii)   Meet with management andthe external auditors to review the financial statements and the results ofthe audit.

(ix)       Consider management’shandling of proposed audit adjustments identified by the external auditors.

(x)        Ensure that the externalauditors communicate certain required matters to the Committee.

(xi)     Be briefed on howmanagement develops and summarizes quarterly financial information, the extentto which the external auditors review quarterly financial information, andwhether that review is performed on a pre- or post-issuance basis.

(xii)    Meet with managementand, if a pre-issuance review was completed, with the external auditors, eitherby telephone or in person, to review the interim financial statements and theresults of the review.

(xiii)  To gain insight into the fairnessof the interim statements and disclosures, obtain explanations from managementon whether:

 

·      Actual financial resultsfor the quarter or interim period varied significantly from budgeted orprojected results;

·      Changes in financial ratiosand relationships in the interim financial statements are consistent withchanges in the company’s operations and financing practices;

·      Generally acceptedaccounting principles have been consistently applied;

·      There are any actual orproposed changes in accounting or financial reporting practices;

·      There are any significantor unusual events or transactions;

·      The company’s financial andoperating controls are functioning effectively;

·      The company has compliedwith the terms and conditions of loan agreements or securityindentures; and

·      The interim financialstatements contain adequate and appropriate disclosures.

 

xiv)      Ensure that the external auditors communicate certainrequired matters to the Committee.

 

**B.****           ****ExternalAudit**

 

(i)        Review the professionalqualification of the auditors (including background and experience of partnerand auditing personnel).

(ii)       Consider the independenceof the external auditor and any potential conflicts of interest.

(iii)      Review on an annual basisthe performance of the external auditors and make recommendations to the Boardfor their compensation, their appointment, retention and termination of theirappointment.

 

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(iv)      Oversee the work of theexternal auditors, including the resolution of disagreements between managementand the external auditors regarding financial reporting.

(v)       Make sure to receiveperiodic reports from the external auditors.

(vi)      Review the externalauditors’ scope and plan of the annual audit, as well as the approach for thecurrent year in light of the company’s present circumstances and changes inregulatory and other requirements.

(vii)     Annually, or morefrequently as may be required, consult with the external auditors, without thepresence of management, as to internal controls, the fullness and accuracy ofthe financial statements, any significant difficulties encountered during thecourse of the audit or access to required information, the quality of financialpersonnel, the level of co-operation received from management any unresolvedmaterial differences of opinion or disputes.

(viii)   Discuss with the externalauditor the appropriateness of the accounting policies applied in the company’sfinancial reports and whether they are considered as aggressive, balanced orconservative.

(ix)       Approve all auditengagement fees and terms as well as reviewing policies for the provision ofnon-audit services by the external auditors and, when required, the frameworkfor pre-approval of such services.

(x)        Review and approve thecompany’s hiring policies regarding partners, employees and former partners andemployees of the present and former external auditor of the company.

 

**C.****           ****InternalControl**

 

(i)        Evaluate whether managementis setting the appropriate tone at the top by communicating the importance ofinternal controls and ensuring that all individuals possess an understanding oftheir roles and responsibilities.

(ii)       Understand the controls andprocesses implemented by management to ensure that the financial statementsderive from the underlying financial systems, comply with relevant standardsand requirements, and are subject to appropriate management review.

(iii)      Satisfy itself as to the adequacyof company’s review procedures regarding disclosure of other financialinformation.

(iv)      Gain an understanding ofthe current areas of financial risk and how these are being handled bythe management.

(v)       Focus on the extent towhich management reviews computer systems and applications, the security ofsuch systems and applications, and the contingency plan for processingfinancial information in the event of a systems breakdown.

(vi)      Gain an understanding ofwhether internal control recommendations made by external auditors have beenimplemented by management.

(vii)     Ensure that the externalauditors keep the Audit Committee informed about fraud, illegal acts,deficiencies in internal control, and any other matter deemed appropriate.

(viii)  Establish procedures for (1) thereceipt, retention and treatment of complaints received by the Companyregarding accounting, internal accounting controls or auditing matters, and (2) forthe confidential, anonymous submission by Company employees of concerns regardingquestionable accounting or auditing matters.

 

**D.****           ****Corporategovernance**

 

(i)        Review the effectiveness ofthe system for monitoring compliance with laws and regulations and the resultsof management’s investigation and follow-up (including disciplinary action) onany fraudulent acts or accounting irregularities.

(ii)       Periodically obtain updatesfrom management, general counsel, and tax director regarding compliance.

(iii)      Be satisfied that allregulatory compliance matters have been considered in the preparation of thefinancial statements.

(iv)      Review the findings of anyexaminations by regulatory agencies.

(v)       Ensure that a Code ofEthical Conduct is formalized in writing and that all employees are awareof it.

(vi)      Review periodically thecontent of the Code of Ethical Conduct and make sure employees are informedof amendments.

(vii)     Evaluate whether managementis setting the appropriate tone at the top by communicating the importance ofthe Code of Ethical Conduct and the guidelines for acceptable businesspractices.

(viii)   Review the program formonitoring compliance with the Code of Ethical Conduct.

(ix)       Periodically obtain updatesfrom management and general counsel regarding compliance.

 

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**E.****            ****OtherResponsibilities**

 

(i)        Meet with the externalauditors and management in separate executive sessions to discuss any mattersthat the Committee or these groups believe should be discussed privately.

(ii)       Ensure that significantfindings and recommendations made by the external auditors are received anddiscussed on a timely basis.

(iii)      Review, with the company’scounsel, any legal matters that could have a significant impact on thecompany’s financial statements.

(iv)      Review the policies andprocedures in effect for considering officers’ expenses and perquisites.

(v)       If necessary, institutespecial investigations and, if appropriate, hire special counsel or expertsto assist.

(vi)      Perform other oversightfunctions as requested by the full Board.

(vii)     Regularly update the Boardof Directors about Committee activities and make appropriate recommendations.

(viii)   Ensure the Board is awareof matters that may significantly impact on the financial condition or affairsof the business.

(ix)       Prepare any reportsrequired by law or listing rules or requested by the Board, for example areport on the Audit Committee’s activities and duties to be included in thesection on corporate governance in the Annual Report.

(x)        Prepare and review with theBoard, in the manner the Committee deems appropriate, an annual performanceevaluation of the Committee and its members, comparing its performance with therequirements of this charter.

(xi)       Review and update theCommittee charter annually.

(xii)    Discuss any changesrequired to be made to this charter with the Board and ensure the charter andany such changes are approved by the Board.

 

Adoptedand approved by the Board of Directors on May 5, 2000, and amended by theBoard of Directors on each of February 26, 2004, February 28,2006, March 4, 2008, March 10, 2009 and March 23, 2010.

 

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