Audit Committee Charter

Duties and Responsibilities

       The following functions shall be the common recurring activities of the Committee in carrying out its oversight function. The functions are set forth as a guide and may be varied from time to time as appropriate under the circumstances.

  1. Audited Financials.  The Committee shall review and discuss with management and the independent registered public accounting firm the audited financial statements and shall review and discuss with the independent registered public accounting firm the matters contemplated by the current auditing and related professional practice standards issued by the Public Company Accounting Oversight Board, as may be amended from time to time. The Committee shall inquire of the Company's management and the independent registered public accounting firm as to whether there were any significant financial reporting issues and judgments made in connection with such financial statements.
  2. Interim Financials.  As a whole, or through the Committee chair, the Committee shall review the Company's interim financial information with management and the independent registered public accounting firm. The Committee shall inquire of the Company's management and the independent registered public accounting firm as to whether there were any significant financial reporting issues and judgments made in connection with such interim financial statements. The Committee shall review and discuss with management the Company's earnings press releases, as well as financial information and earnings guidance, if any, provided to analysts and ratings agencies.
  3. Internal Controls.  The Committee shall periodically discuss with management, internal auditors, if any, and the independent registered public accounting firm the quality and adequacy of the Company's internal controls and internal auditing procedures, including any material weaknesses in the design or operation of those controls which could adversely affect the Company's ability to record, process, summarize and report financial data and any fraud, whether or not material, that involves management or other employees who have a significant role in the Company's internal controls, and discuss with the independent registered public accounting firm how the Company's financial systems and controls compare with industry practices. In connection with the Committee's review of internal controls hereunder, it shall review annually a summary of expenses of all Section 16 Officers, as defined in Section 16 of the Securities Exchange Act of 1934, as amended, and shall be engaged to review on a periodic basis any expenses not contemplated by the Company's internal expense policy.
  4. Risks and Exposures.  The Committee shall discuss with management and the independent registered public accounting firm any significant risks or exposures facing the Company, evaluate the steps management has taken or proposes to take to mitigate such risks to the Company, and shall review the Company's compliance with such mitigation plans.
  5. Accounting Policies.  The Committee shall periodically review with management and the independent registered public accounting firm the quality, as well as acceptability, of the Company's accounting policies, and discuss with the independent registered public accounting firm how the Company's accounting policies compare with those in the industry and all alternative treatments of financial information within generally accepted accounting principles ("GAAP") that have been discussed with management, the ramifications of use of such alternative disclosures and treatments, the treatment preferred by the independent registered public accounting firm, any changes in Company's critical accounting principles and the effects of alternative GAAP methods, off-balance sheet structures and regulatory and accounting initiatives.
  6. Adjustments.  The Committee shall periodically discuss with the independent registered public accounting firm whether all material correcting adjustments identified by the independent registered public accounting firm in accordance with GAAP are reflected in the Company's financial statements.
  7. Engagement of Auditor.  The Committee shall appoint, retain, oversee, approve compensation for, and when necessary, terminate the engagement of, the independent registered public accounting firm, including the resolution of disagreements between management and the independent registered public accounting firm regarding financial reporting. The Committee shall approve, in advance, all audit services and all permitted non-audit, tax and other services to be provided to the Company by the independent registered public accounting firm, in each case, in accordance with the Committee's Pre-Approval Policy. The Committee shall also discuss with the independent registered public accounting firm and the internal auditors (if any) the overall scope and plans for their respective audits, including the adequacy of staffing and their respective fees.
  8. Auditor Independence.  The Committee shall discuss with the independent registered public accounting firm its independence, and shall actively engage in a dialogue with the independent registered public accounting firm regarding any disclosed relationships or services that might impact the objectivity and independence of the independent registered public accounting firm. The Committee shall take, or recommend that the full Board take, appropriate action to oversee the independence of the independent registered public accounting firm. The Committee shall ensure that it receives from the independent registered public accounting firm the written disclosures and letter from the independent registered public accounting firm required by the requirements of the Public Company Accounting Oversight Board regarding the independent registered public accounting firm's communications with the Committee regarding independence.
  9.  Related Party Transactions.  The Committee shall review and approve all related-party transactions required to be disclosed pursuant to SEC Regulation S-K, Item 404.
  10.   Filings.  The Committee shall recommend to the Board whether, based on the reviews and discussions referred to above, the audited financial statements should be included in the Company's Annual Report on Form 10-K. The Committee shall also prepare, in accordance with the rules of the SEC as amended from time to time, a written report of the Committee to be included in the Company's annual proxy statement for each annual meeting of stockholders.
  11.  Communications.  The Committee shall review with the independent registered public accounting firm all material communications between the independent registered public accounting firm and management, such as any management letter or schedule of unadjusted audit differences.
  12.  Code of Conduct and Ethics.  The Committee shall recommend to the Board the approval of a code of conduct and ethics for senior financial officers and such other employees and agents of the Company as it determines, and shall periodically review and update the code of conduct and ethics as needed. The Committee shall discuss with management and the independent registered public accounting firm and the internal auditors (if any) the overall corporate "tone" for ethical financial and business behavior, including the need for integrity, transparency, and compliance in all financial and business matters.
  13.  Complaints.  The Committee shall establish procedures for (i) the receipt, retention, investigation, and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters and (ii) the confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters.
  14.  Generally.  The Committee shall review such other matters as the Board or the Committee shall deem appropriate.


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