This excerpt taken from the AMZN DEF 14A filed Apr 5, 2005.
Organization and Membership
This charter governs the operations of the Audit Committee of the Board of Directors of Amazon.com, Inc. (the Committee). The Committee is appointed by the Board of Directors and consists of at least three directors, each of whom will meet Nasdaq Stock Market, Inc. (NASDAQ) requirements with respect to independence as determined by the Board. Each member of the Committee will meet financial literacy and other NASDAQ requirements relating to Audit Committee membership. Additionally, at least one member of the Committee will be an audit committee financial expert, as defined in rules promulgated by the Securities and Exchange Commission. The Committee reviews and reassesses this charter at least annually and recommends appropriate changes to the Board of Directors.