This excerpt taken from the FRME DEF 14A filed Mar 27, 2009.
The Audit Committee is composed of directors Jean L. Wojtowicz (Chairperson), Thomas B. Clark, William L. Hoy and Terry L. Walker. The Committee met 8 times during 2008. The Audit Committee assists the Board in overseeing senior management’s efforts to monitor, mitigate and manage all types of risk to the organization through (1) the integrity of the accounting, compiling and reporting of financial statements and other financial information that the Corporation provides to governmental bodies and the public; (2) the Corporation’s compliance with legal and regulatory requirements; (3) the independent auditor’s qualifications
and independence; (4) the performance of the Corporation’s independent auditor and the internal audit function; and (5) the Corporation’s compliance with ethical requirements. The Audit Committee has the sole authority to appoint, retain, compensate, evaluate and terminate the independent auditor (subject to shareholder ratification) and the senior internal audit executive. The Audit Committee reviews and discusses with management and the external auditor First Merchants’ audited financial statements and, based on this review, makes a recommendation to the Board on inclusion of these financial statements in First Merchants’ annual report on Form 10-K. In accordance with SEC rules, First Merchants has identified Ms. Wojtowicz and Mr. Clark as “Audit Committee financial experts.” They are both “independent directors” as that term is used in the NASDAQ Stock Market Rules.