Without limiting the foregoing, the Committee shall have the following specific responsibilities in executing its oversight function:
The sole authority and responsibility to select, evaluate and, where appropriate, replace the independent auditors. The independent auditors shall report directly to the Committee.
The Committee shall be directly responsible for approving the level of compensation of the independent auditors and the oversight of the work of the independent auditors (including resolution of disagreements between management and the independent
auditors regarding financial reporting) for the purpose of preparing or issuing an audit report or related work.
Annually monitor and evaluate the qualifications, performance, effectiveness and independence of the Corporations independent auditor, and assure regular rotation of the lead
partner and reviewing partner of the audit engagement team as required by law.
Review and discuss with the auditors their independence from management and the Corporation and the matters included in the written disclosures required by the Independence
Standards Board, in order to confirm the continuing independence of the independent auditor. If so determined by the Committee, the Committee shall take appropriate action to ensure the independence of the auditors.
Preapprove all auditing services and permitted non-audit services (including the fees and terms thereof) to be performed for the Corporation by its independent auditors, subject to
the de minimis exceptions for non-audit services described in Section 10A(i)(1)(B) of the Exchange Act which are approved by the Committee prior to the completion of the audit. The Committee may form and delegate authority to subcommittees
consisting of one or more members when appropriate, including the authority to grant preapprovals of audit and permitted non-audit services, provided that decisions of such subcommittee to grant preapprovals shall be presented to the Committee at
its next scheduled meeting.
With the assistance of the Corporations independent auditor, the internal audit manager, and management, review any significant issues related to the Corporations
internal controls over financial reporting; and ascertain whether the independent auditor has any significant recommendations with respect to the Corporations internal controls over financial reporting; and if so, whether they should be
recommended to the Board for implementation.
Review, with management and the independent auditor, the Corporations quarterly interim financial statements in such manner as it deems practicable, ensure that the quarterly
financial statements have been reviewed by the independent auditor, and discuss with the independent auditor any other matters required to be communicated to the Committee by the independent auditors under generally accepted auditing standards.
Review and discuss with management and the independent auditor the Corporations annual financial statements to be included in the Corporations annual report on Form
10-K, as audited by the independent auditor, prior to their publication, The Committee shall ascertain whether the independent auditor has any recommendations for management with respect to the preparation of the Corporations annual financial
statements or any policies and procedures relevant thereto, and if so, whether management has addressed adjustments, concerns or recommendations proposed or expressed by the independent auditor.
Meet periodically during each year with management, the internal audit manager, and the independent auditor regarding matters related to the Committees responsibilities,
including the annual and interim financial statements and internal controls over financial reporting; and meet independently with such management, the internal audit manager, and the independent auditor, as the Committee deems appropriate, but at
least annually to discuss items which any of them believe should be brought to the attention of the Committee.
Based upon the reviews and discussions referred to in this Charter, determine whether to recommend to the Board that the audited financial statements of the Corporation for the
preceding fiscal year be included in the Corporations Annual Report on Form 10-K for the preceding fiscal year for filing with the SEC.
Review disclosures, if any, made to the Committee by the Corporations Chief Executive Officer and Chief Financial Officer during their certification process for the
Corporations periodic reports under the Exchange Act regarding: (a) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely
affect the Corporations ability to record, process, summarize and report financial information; and (b) any fraud, whether or not material, that involves management or other employees who have a significant role in the Companys
internal controls over financial reporting.
Prepare and publish a Committee report for inclusion in the Companys annual proxy statement (if any) and provide any additional disclosures in the proxy statement or the
Companys Annual Report on Form 10-K required to be made under SEC rules and regulations.
Monitor the qualifications and effectiveness of the Corporations internal audit manager, including plans, activities and organizational structure; review significant reports,
if any, prepared by the internal audit manager together with managements response; and recommend the appointment or discharge of the internal audit manager, from time to time, as the Committee deems appropriate.
Report to and perform such additional oversight functions as may be requested by the Board, including but not limited to, monitoring the Corporations efforts to audit
compliance with the Corporations Code of Business Conduct.
Periodically, but not less than annually, review and reassess the adequacy of the Charter of the Committee and submit any recommended changes for approval by the Board.
On at least an annual basis, review with the Corporations counsel any legal matters that could have a significant impact on the organizations financial statements or the
Corporations compliance with applicable laws and regulations, and inquiries received from regulators or government agencies.