Reviewing periodically the Companys financial reporting processes and disclosure controls and processes, based on consultation with the Companys management and independent
auditors and counsel;
Reviewing periodically the adequacy and effectiveness of the Companys internal control policies and procedures, including, to the extent applicable, the responsibilities, budget,
staffing and effectiveness of the Companys internal audit function, based on consultation with the Companys management and independent auditors;
Reviewing the reports prepared by management, and attested to by the Companys independent auditors, assessing the adequacy and effectiveness of the Companys internal controls and
procedures, prior to the inclusion of such reports in the Companys periodic filings as required under the rules of the SEC, the Committee will also meet separately with the independent auditors, with and without management present, to discuss
the results of their examination;
Discussing guidelines and policies governing the process by which management and other persons responsible for risk management assess and manage the Companys exposure to risk, as well
as the Companys major financial risk exposures and the steps management has taken to monitor and control such exposures, based on consultation with the Companys management and independent auditors;
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