This excerpt taken from the NVTL DEF 14A filed Apr 30, 2007.
The Committee shall consist of at least three members of the Board; provided, that if at any time there is a vacancy on the Committee and the remaining members meet all membership requirements, then the Committee may consist of two members until the earlier of the Companys next annual stockholders meeting or one year from the date the vacancy occurs. Each Committee member must be able to read and understand fundamental financial statements, including a companys balance sheet, statement of operations, statement of stockholders equity and statement of cash flows. Members of the Committee are not required to be engaged in the accounting and auditing profession and, consequently, some members may not be expert in financial matters, or in matters involving auditing or accounting. However, at least one member of the Committee shall have past employment experience in finance or accounting, requisite professional certification in accounting, or any other comparable experience or background which results in the individuals financial sophistication, including currently serving as or having served as a chief executive officer, chief financial officer or other senior officer with financial oversight responsibilities. In addition, if at least one member of the Committee is not an audit committee financial expert within the definition adopted by the Securities and Exchange Commission (the SEC), the Company shall disclose in its periodic reports required to be filed pursuant to the Securities Exchange Act of 1934, as amended (the Exchange Act) the reasons that at least one member of the Committee is not an audit committee financial expert. Each Committee member shall satisfy the independence requirements of The Nasdaq Stock Market and Rule 10A-3(b)(1) under the Exchange Act; provided, that if a member of the Committee ceases to be independent for reasons outside the members reasonable control, then the member may remain on the Committee until the earlier of the Companys next annual stockholders meeting or one year from the date of the event that caused the member to cease to be independent.
The members of the Committee, including the Chair of the Committee, shall be appointed by the Board. Committee members may be removed from the Committee, with or without cause, by the Board.
This excerpt taken from the NVTL DEF 14A filed Apr 19, 2006.
The Committee shall consist of 3 independent members of the Board (or such other number as the Board may determine by resolution from time to time), each of whom meets the qualification standards and independence requirements established by applicable law and the stock exchange or automated quotation system on which the Companys shares are listed. The members of the Committee will be appointed and serve at the discretion of the Board.