This excerpt taken from the VEXP DEF 14A filed Jun 16, 2006.
The Committee shall be appointed by the Board and shall comprise at least three directors. No member of the Committee shall have a material relationship with the Company and each member of the Committee shall be independent of the Companys management and the Company under the rules of the Securities and Exchange Commission (the SEC rules) and The Nasdaq Stock Market, Inc. (the NASDAQ rules). Each member of the Committee shall be financially literate, and at least one member shall have accounting or related financial management expertise so as to meet the criteria for an audit committee financial expert as defined by the SEC rules. Any member of the Committee may be removed, with or without cause, by the approval of a majority of the independent directors then serving on the Board. The Board may fill any vacancies on the Committee by a majority vote of the directors then in office.