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VLG » Topics » Membership

This excerpt taken from the VLG DEF 14A filed Oct 2, 2006.
Membership
 
The Audit Committee shall consist of at least three members, each of whom shall meet the following requirements:
 
  •  Each member shall be a member of the Board.
 
  •  Each member shall be independent as defined by the rules of the American Stock Exchange and the rules of the Securities and Exchange Commission. The Board shall have made, and shall periodically make, an affirmative determination that each member does not have a relationship with the Company that would impair his or her independence.
 
  •  No member shall own or control 20% or more of the Company’s voting securities (or such lower measurement as may be established by the Securities and Exchange Commission).
 
  •  Each member shall be able to read and understand fundamental financial statements, including a corporation’s balance sheet, income statement and cash flow statement.
 
In addition, the Audit Committee shall have at least one member who has past employment experience in finance or accounting, requisite professional certification in accounting or other comparable experience or background which results in the member’s financial sophistication, including being or having been a chief executive officer, chief financial officer or other senior officer with financial oversight responsibilities. The Audit Committee chairperson shall be financially sophisticated.


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