This excerpt taken from the MWW 8-K filed Jul 31, 2008.
2. The Chairman of the Compensation Committee shall not serve as the Chairman of the Audit Committee.
3. The Audit and Compensation Committees shall have plenary authority to retain independent, outside counsel, which shall be available to, among other things, review the award of stock option grants, and to discharge any such counsel. The Company shall also have the right to retain independent, outside counsel to review such matters.
4. At least one member of the Audit Committee shall qualify as an audit committee financial expert as defined by item 401(h) of Regulation S-K of the Securities Exchange Act of 1934, as amended.
5. The Audit Committee shall have exclusive authority to retain the Companys external auditor (subject to ratification by the affirmative vote of a majority of the shareholders) and to discharge any such firm.