This excerpt taken from the CL DEF 14A filed Mar 31, 2006.
The Committee shall be appointed by the Board of Directors in accordance with the Company's by-laws. The Committee shall consist of at least three directors, each of whom in the Board's judgment satisfies the applicable independence and other membership requirements of the New York Stock Exchange, the Commission and other applicable regulations. It is desirable that each Committee member shall be an “audit committee financial expert” as defined in the rules of the Commission. Committee members shall not simultaneously serve on the audit committees of more than two other public companies.