AND REGULATIONS THROUGHOUT THE
COMPANY.
C.
REVIEW THIS CHARTER AT LEAST ANNUALLY
OR AS CONDITIONS DICTATE.
D.
PERFORM SUCH OTHER FUNCTIONS AS ASSIGNED
BY LAW, THE COMPANY'S CERTIFICATE OF INCORPORATION OR BYLAWS, OR THE BOARD OF
DIRECTORS.
E.
REVIEW PERIODICALLY WITH MANAGEMENT THE
STATUS OF PENDING LITIGATION, TAXATION MATTERS AND OTHER AREAS OF OVERSIGHT OF
COMPLIANCE WITH APPLICABLE LAWS AND REGULATIONS AS MAY BE APPROPRIATE.
F.
REVIEW PERIODICALLY POLICIES AND
PROCEDURES COVERING OFFICERS' EXPENSE ACCOUNTS, PERQUISITES AND THE USE OF
CORPORATE ASSETS AND DISCUSS THE RESULTS OF SUCH REVIEW WITH THE AUDITORS.
G.
THE COMMITTEE SHALL HAVE THE AUTHORITY
TO INVESTIGATE ANY MATTER BROUGHT TO ITS ATTENTION AND TO RETAIN OUTSIDE COUNSEL
FOR THIS PURPOSE IF IT BELIEVES IT TO BE APPROPRIATE.
H.
REVIEW WITH THE AUDITORS AND THE
INTERNAL AUDITORS THE ADEQUACY OF THE COMPANY'S SYSTEM OF INTERNAL CONTROLS AND
DISCLOSURE CONTROLS AND PROCEDURES, INCLUDING COMPUTERIZED INFORMATION SYSTEM
CONTROLS AND SECURITY, AND ANY RELATED SIGNIFICANT FINDINGS AND RECOMMENDATIONS
OF THE AUDITORS AND THE INTERNAL AUDITORS, TOGETHER WITH MANAGEMENT'S RESPONSES
THERETO.
I.
APPROVE AND PERIODICALLY REVIEW THE
COMPANY'S COMPLIANCE WITH ITS CODE OF ETHICS FOR SENIOR FINANCIAL OFFICERS AND
CHIEF EXECUTIVE OFFICER AND MONITOR COMPLIANCE WITH THE CODE OF ETHICS.
J.
ESTABLISH PROCEDURES FOR (A) THE
RECEIPT, RETENTION, AND TREATMENT OF COMPLAINTS RECEIVED BY THE COMPANY
REGARDING ACCOUNTING, INTERNAL ACCOUNTING CONTROLS, OR AUDITING MATTERS, AND (B)
THE CONFIDENTIAL, ANONYMOUS SUBMISSION BY EMPLOYEES OF THE COMPANY OF CONCERNS
REGARDING QUESTIONABLE ACCOUNTING OR AUDITING MATTERS.
2
2.
REPORTING PROCESS
A.
REVIEW WITH MANAGEMENT AND THE AUDITORS
THE COMPANY'S ANNUAL FINANCIAL STATEMENTS TO BE INCLUDED IN THE COMPANY'S ANNUAL
REPORT ON FORM 10-K PRIOR TO FILING WITH THE SECURITIES AND EXCHANGE COMMISSION
("SEC").
B.
REVIEW WITH MANAGEMENT AND THE AUDITORS
THE COMPANY'S INTERIM FINANCIAL STATEMENTS TO BE INCLUDED IN THE COMPANY'S
QUARTERLY REPORTS ON FORM 10-Q PRIOR TO FILING WITH THE SEC. THE CHAIRMAN OF THE
COMMITTEE MAY REPRESENT THE ENTIRE COMMITTEE FOR THE PURPOSES OF THIS REVIEW.
C.
REVIEW THE EARNINGS RELEASES WITH
MANAGEMENT AND THE AUDITORS PRIOR TO RELEASE.
THE CHAIRMAN OF THE COMMITTEE MAY
REPRESENT THE ENTIRE COMMITTEE FOR PURPOSES OF THIS REVIEW.
D.
DISCUSS WITH THE AUDITORS THEIR
JUDGMENTS ABOUT THE QUALITY, NOT JUST THE ACCEPTABILITY, OF THE COMPANY'S
ACCOUNTING PRINCIPLES AND FINANCIAL DISCLOSURE PRACTICES USED OR PROPOSED AND
THE APPROPRIATENESS OF SIGNIFICANT MANAGEMENT JUDGMENTS.
E.
DISCUSS WITH MANAGEMENT AND THE
AUDITORS THE EFFECT OF REGULATORY AND ACCOUNTING INITIATIVES AS WELL AS
OFF-BALANCE SHEET STRUCTURES ON THE COMPANY'S FINANCIAL STATEMENTS.
F.
REVIEW PERIODICALLY WITH MANAGEMENT
AND APPROVE TRANSACTIONS INVOLVING MANAGEMENT AND/OR MEMBERS OF THE BOARD, WHICH
WOULD REQUIRE DISCLOSURE UNDER SEC RULES.
G.
REPORT PERIODICALLY ON COMMITTEE
ACTIVITIES TO THE FULL BOARD AND BASED UPON DISCUSSIONS WITH, AND RELIANCE UPON,
MANAGEMENT AND THE AUDITORS, ISSUE ANNUAL SUMMARY REPORT (INCLUDING APPROPRIATE
OVERSIGHT CONCLUSIONS) SUITABLE FOR SUBMISSION TO THE COMPANY'S SHAREHOLDERS.
IN ADDITION, THE COMMITTEE WILL PROVIDE ANY OTHER AUDIT COMMITTEE-RELATED
DISCLOSURE, IN FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION ("SEC") OR
OTHERWISE REQUIRED BY APPLICABLE SECURITIES LAWS, RULES AND