|Audit Committee Charter|
As of November 2011
CHARTER FOR THE AUDIT COMMITTEE
The Audit Committee is established by and among the Board of Directors (the "Board") for the primary purpose of assisting the Board in:
The management of the Company is responsible for the preparation, presentation and integrity of the Company's financial statements and for the effectiveness of internal control over financial reporting. Management and the internal auditing department are responsible for maintaining appropriate accounting and financial reporting principles and policies and internal controls and procedures that provide for compliance with accounting standards and applicable laws and regulations. The independent auditors are responsible for planning and carrying out a proper audit of the Company's annual financial statements and of the Company's internal control over financial reporting, reviews of the Company's quarterly financial statements prior to the filing of each quarterly report on Form 10-Q, and other procedures. In fulfilling their responsibilities hereunder, it is recognized that members of the Audit Committee are not full-time employees of the Company and are not, and do not represent themselves to be, performing the functions of auditors or accountants. As such, it is not the duty or responsibility of the Audit Committee or its members to conduct "field work" or other types of auditing or accounting reviews or procedures or to set auditor independence standards.
The Audit Committee shall have the resources and authority to conduct investigations into any matters within its scope of responsibility and obtain advice and assistance from outside legal, accounting, or other advisors, as necessary, to perform its duties and responsibilities.
In carrying out its duties and responsibilities, the Audit Committee shall also have the authority to meet with and seek any information it requires from employees, officers, directors, or external parties.
The Company will provide appropriate funding, as determined by the Audit Committee, for compensation to the independent auditor, any other registered public accounting firm engaged for the purpose of preparing or issuing an audit report or to perform audit, review or attestation services for the Company and any advisers that the Audit Committee chooses to engage and for payment of ordinary administrative expenses of the Audit Committee that are necessary or appropriate in carrying out its duties.
The Audit Committee will primarily fulfill its responsibilities by carrying out the activities enumerated in Section III of this charter.
The Audit Committee will be comprised of three or more directors as determined by the Board, each of whom (i) is "independent" as that term is defined under the listing standards of The Nasdaq Stock Market, Inc. ("Nasdaq"); (ii) meets the criteria for independence set forth in Rule 10A-3(b)(1) under the Securities Exchange Act of 1934, as amended (the "Exchange Act") (subject to the exemptions provided in Rule 10A-3(c) under the Exchange Act); and (iii) has not participated in the preparation of the financial statements of the Company or any current subsidiary of the Company at any time during the past three years. The determination of independence will be made by the Board.
All members of the Audit Committee must comply with all financial-literacy requirements of Nasdaq. Specifically, all members of the Audit Committee must be able to read and understand fundamental financial statements, including a company's balance sheet, income statement and cash flow statement. At least one member will qualify as an "Audit Committee financial expert" as defined by the Securities and Exchange Commission (the "SEC") and 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 individual's financial sophistication. Designation as an Audit Committee financial expert will not increase the duties, obligations or liability of the designee as compared to the duties, obligations and liability imposed on the designee as a member of the Audit Committee and of the Board.
Generally, no member of the Audit Committee may serve simultaneously on the Audit Committees of more than three (3) public companies without a specific Board determination that such simultaneous service will not impair the ability of such Committee member to serve on the Committee.
Audit Committee members will be nominated by the Nomination and Corporate Governance Committee and appointed by a majority of the Board at the annual organizational meeting of the Board to serve until their successors are appointed. Unless a chairperson is elected by the full board, the members of the Audit Committee may designate a chairperson by majority vote.
The Audit Committee will meet at least quarterly, and more frequently as circumstances dictate. The Audit Committee chairperson will approve the agenda for the Audit Committee's meetings and any member may suggest items for consideration. Briefing materials will be provided to the Audit Committee as far in advance of meetings as reasonably practicable. Each regularly scheduled meeting will conclude with an executive session of the Audit Committee absent members of management. As part of its responsibility to foster open communication, the Audit Committee will meet periodically with management, the director of the internal audit function, and the independent auditor in separate executive sessions. In addition, the Audit Committee will meet with the independent auditor and management to discuss the annual audited financial statements and quarterly financial statements, including the Company's disclosures under "Management's Discussion and Analysis of Financial Condition and Results of Operations". 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. Members of the Audit Committee may participate in a meeting of the Audit Committee by means of conference call or similar communications equipment by means of which all persons participating in the meeting can hear each other.
To fulfill its responsibilities and duties, the Audit Committee will:
This report should be used to evaluate the independent auditor's qualifications, performance, and independence. In addition, the Audit Committee shall take into account the opinions of management and the Company's internal auditors in assessing the independent auditors' qualifications, performance and independence. Further, the Audit Committee will review the experience and qualifications of the lead partner each year and discuss with management partner rotation requirements, as promulgated by applicable rules and regulations. The Audit Committee will also consider whether there should be rotation of the independent auditor itself.