The Audit Committee is appointed by the Board to assist the Board in monitoring:

  1. The integrity of the financial statements (and related processes) of the Company.
  2. The independent auditors' qualifications, independence, and performance.
  3. The performance of the Company's internal audit function.
  4. The compliance by the Company with legal and regulatory requirements.
  5. Such other Company operations and functions as may be directed by the Board of Directors from time-to-time.

The Audit Committee shall prepare the report required by the rules of the Securities and Exchange Commission (the "Commission") to be included in the Company's annual meeting proxy statement.

Members:

James A. Bell, Chair 

James M. Ringler
Ruth G. Shaw

Committee Membership:

The Audit Committee shall consist of three or more members elected by the Board at its first meeting following the Annual Meeting of Stockholders.  Audit Committee members may be appointed or removed by a majority vote of the entire Board of Directors. The Chairman of the Audit Committee shall be designated by the Board of Directors.

The members of the Audit Committee shall meet the independence and experience requirements of the New York Stock Exchange, Section 10A(m)(3) of the Securities Exchange Act of 1934 (the "Exchange Act") and the rules and regulations of the Securities and Exchange Commission as determined by the Board.  Additionally, at least one member of the Audit Committee shall qualify as an "audit committee financial expert" as determined by the Board in accordance with Commission rules. The simultaneous service on the audit committees of more than two other public companies requires a Board determination that such simultaneous service does not impair the ability of such member to effectively serve on the Company's Audit Committee.  A subsequent determination that any member of the Audit Committee does not satisfy these requirements shall not invalidate any action previously taken by the Audit Committee except to the extent required by law or determined appropriate to satisfy any regulatory standards. 

Committee Authority and Responsibilities:

The Audit Committee shall perform the duties assigned to it by Section 4.2 of the Company's Bylaws and by the Board of Directors.  The Audit Committee serves a board level oversight role where it oversees the relationship with the independent auditors, as set forth in this charter, and receives information and provides advice and general direction, as it deems appropriate, to management and the independent auditors, taking into account the information it receives and discussions with the independent auditors.  Management is responsible for the preparation, presentation, and integrity of the Company’s financial statements; accounting and financial reporting principles; internal controls; and procedures designed to reasonably assure compliance with accounting standards, applicable laws, and regulations, and the Company’s internal audit department is responsible for objectively reviewing and evaluating the adequacy, effectiveness, and quality of the Company’s system of internal controls. The independent auditor is responsible for performing an independent audit of the Company’s consolidated financial statements in accordance with generally accepted auditing standards and expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.

The Audit Committee shall have the sole authority to appoint or replace the independent auditors (although it may submit any such action to shareholder ratification). The Audit Committee shall be directly responsible for the compensation and oversight of the work of the independent auditors (including resolution of disagreements between management and the independent auditors regarding financial reporting) for the purpose of preparing or issuing an audit report or related work. The independent auditors shall report directly to the Audit Committee.

The Audit Committee shall preapprove all auditing services and permitted non-audit services (including the fees and terms thereof) to be performed for the Company by its independent auditors, subject to the de minimis exceptions for non-audit services described in Section 10A(i)(1)(B) of the Exchange Act, which should be approved by the Audit Committee prior to the completion of the audit. The Audit Committee may form and delegate authority to subcommittees consisting of one or more members when appropriate, including the authority to grant preapprovals of audit and permitted non-audit services, provided that decisions of such subcommittee to grant preapprovals shall be presented to the full Audit Committee at its next scheduled meeting.

The Audit Committee shall have the authority and responsibility to take the actions set forth below as it determines necessary or appropriate and to perform such other duties and responsibilities as may be assigned to the Audit Committee, from time to time, by the Board of Directors of the Company, and / or the Chairman of the Board of Directors:

  1. As to Financial Statement and Disclosure Matters:

  1. Review and discuss with management and the independent auditors the annual audited financial statements, including disclosures made in management's discussion and analysis, and recommend to the Board whether the audited financial statements should be included in the Company's Form 10-K.
  2. Review and discuss with management and the independent auditors the Company's quarterly financial statements prior to the filing of its Form 10-Q, including the results of the independent auditors' review of the quarterly financial statements.
  3. Discuss with management and the independent auditors significant financial reporting issues and judgments made in connection with the preparation of the Company's financial statements, including any significant changes in the Company's selection or application of accounting principles, any major issues as to the adequacy of the Company's internal controls and any special steps adopted in light of significant control deficiencies.
  4. Review and discuss quarterly reports from the independent auditors on:
    1. All critical accounting policies and practices to be used.
    2. All alternative treatments of financial information within generally accepted accounting principles that have been discussed with management, ramifications of the use of such alternative disclosures and treatments, and the treatment preferred by the independent auditors.
    3. Other material written communications between the independent auditors and management, such as any management letter or schedule of unadjusted differences.
  5. Discuss with management the Company's earnings press releases, including the use of non-GAAP information, as well as financial information and earnings guidance provided to analysts and rating agencies, which may include  discussing the types of information to be disclosed and the types of presentations to be made.
  6. Discuss with management and the independent auditors the effect of applicable regulations and accounting profession initiatives as well as off-balance sheet structures on the Company's financial statements.
  7. Discuss with management the Company's major financial risk exposures and oversee the steps management takes to monitor and control such exposures and to implement and follow the Company's risk assessment and risk management policies, and coordinate the reviews and results of reviews by the other Committees and the full board of Directors in their respective risk areas.
  8. Discuss with the independent auditors the matters required to be discussed by applicable rules and professional standards, including any difficulties encountered in the course of the audit work, any restrictions on the scope of activities or access to requested information, and any significant disagreements with management.
  9. Receive reports from the independent auditors and management and review disclosures made to the Audit Committee by the Company's CEO and CFO during their certification process for the Form 10-K and Form 10-Qs regarding any significant deficiencies in the design or operation of internal controls or material weaknesses therein and any fraud involving management or other employees who have a significant role in the Company's internal controls.

    As to Oversight of the Company's Relationship with the Independent Auditors:

  10. At least annually, consider the independence of the independent auditors, and, consistent with rules of the Public Company Accounting Oversight Board, obtain and review a report by the independent auditors describing any relationships between the independent auditors, and the Company or individuals in financial reporting oversight roles at the Company, that may reasonably be thought to bear on the independent auditors' independence and discuss with the independent auditors the potential effects of any such relationships on independence.
  11. Review and evaluate the lead partner of the independent auditors' team.
  12. Obtain and review a report from the independent auditors at least annually regarding (a) the independent auditors' internal quality-control procedures, (b) any material issues raised by the most recent internal quality-control review, or peer review, of the firm, or by any inquiry or investigation by governmental or professional authorities within the preceding five years respecting one or more independent audits carried out by the firm, and (c) any steps taken to deal with any such issues.
  13. Ensure the rotation of the lead (or coordinating) audit partner having primary responsibility for the audit and the audit partner responsible for reviewing the audit as required by law.
  14. Set policies for the Company's hiring of employees or former employees of the independent auditors who participated in any capacity in the audit of the Company.
  15. Discuss with the independent auditors matters of audit quality and consistency and any significant auditing or accounting issues presented by the audit engagement on which the audit team has consulted with their national office.
  16. Meet with the independent auditors prior to the audit to discuss the planning and staffing of the audit.

    As to Oversight of the Company's Internal Audit Function:

  17. Approve the appointment and removal of the senior internal audit executive as well as approve the senior internal audit executive's performance evaluation and compensation decisions.  The senior audit executive reports functionally to the Audit Committee.
  18. Review the significant issues raised in reports to management prepared by the internal auditing department and management's responses.
  19. Review at least annually the internal audit department and its charter, mission, and responsibilities, independence, budget and staffing; specific risks, functions, and businesses in its planned scope; performance measurement goals and results; and quality program results.

    As to Compliance Oversight Responsibilities:

  20. Obtain from the independent auditors assurance that Section 10A(b) of the Exchange Act has not been implicated. Section 10A(b) relates to illegal acts that have come to the attention of the independent auditors during the course of the audit.
  21. Obtain reports from management, the Company's senior internal auditing executive and the independent auditors concerning whether the Company and its subsidiary/foreign affiliated entities are in conformity with applicable legal requirements and the Company's Code of Business Conduct and Code of Financial Ethics.
  22. In conjunction with the Governance Committee, oversee the Company's policies and procedures regarding compliance with applicable laws and regulations and with the Company's Code of Business Conduct and Code of Financial Ethics, including reviewing and recommending to the Board of Directors any amendments to such codes. The Audit Committee shall review and recommend to the Board any waivers of such codes with respect to any employees or executives as it determines appropriate.
  23. Oversee the Company's compliance programs, including the Company's Code of Business Conduct and Code of Financial Ethics, and, at least annually, meet to review the implementation and effectiveness of the Company's legal and ethical compliance programs with the chief compliance officer, who shall have the authority to communicate promptly and directly to the Audit Committee about any matters involving criminal or potential criminal conduct.
  24. Establish and implement procedures for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters, and the confidential, anonymous submission by employees of concerns regarding questionable accounting or auditing matters.
  25. Discuss with management and the independent auditors any correspondence with regulators or governmental agencies and any published reports which raise material issues regarding the Company's financial statements or accounting policies.
  26. Discuss with the Company's General Counsel legal matters that may have a material impact on the financial statements or the Company's compliance policies.


Meetings:

The Audit Committee shall meet as often as it determines, but not less frequently than quarterly. A majority of the members shall constitute a quorum.  The Audit Committee meets at each in-person meeting with financial management, the general counsel, the senior internal audit executive and the independent auditors in separate executive sessions, and also in executive session with only independent directors present. The Audit Committee may request any officer or employee of the Company or the Company's outside counsel or independent auditors to attend a meeting of the Audit Committee or to meet with any members of, or consultants to, the Audit Committee. Meeting agendas will be prepared in conjunction with all meetings.

Reports to the Board of Directors:

The Audit Committee shall report regularly to the Board of Directors on its findings, recommendations, and any other matters the Committee deems appropriate. The Audit Committee shall maintain minutes and other records of its activities.

Annual Review of the Charter and Performance:

The Audit Committee reviews and reassesses the adequacy of this Charter annually and recommends any proposed changes to the Board for approval. The Audit Committee conducts an annual evaluation of its own performance.

Outside Consultants:

The Audit Committee shall have the authority, to the extent it deems necessary or appropriate, to retain independent legal, accounting or other advisors. The Company shall provide for appropriate funding, as determined by the Audit Committee, for payment of compensation to the independent auditors for the purpose of rendering or issuing an audit report and to any advisors employed by the Audit Committee and ordinary administrative expenses that are necessary or appropriate in carrying out the Audit Committee's duties.