Organization

Statement of Policy

Responsibilities 

• Have sole authority to hire and terminate the independent auditors, who are ultimately accountable to the Audit and Finance Committee.
  
• Be responsible for reviewing and approving the scope of the audit and the audit fees to be paid as well as any significant variations to the original scope and fee.
  
• Evaluate on a periodic basis the independent auditors engaged to audit the financial statements of the Corporation and its divisions and subsidiaries.
  
  
• Have the sole authority to approve non-audit services to be performed by the independent auditors, but only as permitted by the Nasdaq rules and the rules and regulations of the SEC, which authority the Audit and Finance Committee may delegate to one or more members of the Audit and Finance Committee. In the event of such delegation, the member or members to whom this authority has been delegated shall report any decisions made with respect to non-audit services to the full Audit and Finance Committee at such Committee's next scheduled meeting.
  
  
• Meet with the independent auditors and financial management of the Corporation to review the scope of the proposed audit for the current year and the audit procedures to be utilized, and at the conclusion thereof review such audit, including any comments or recommendations of the independent auditors.
  
  
• Review with the independent auditors, the Corporation's internal auditor, if applicable, and financial and accounting personnel, the adequacy and effectiveness of the accounting and financial controls of the Corporation, and elicit any recommendations for the improvement of such internal control procedures or particular areas where new or more detailed controls or procedures are desirable. Particular emphasis should be given to the adequacy of such internal controls to expose any payments, transactions, or procedures that might be deemed illegal or otherwise improper. Further, the Committee periodically should review Company policy statements to determine their adherence to the Corporation's code of conduct.
  
  
• Review the internal audit function of the Corporation including the independence and authority of its reporting obligations, the proposed audit plans for the coming year, and the coordination of such plans with the independent auditors.
  
  
• Receive prior to each meeting, a summary of findings from completed internal audits and a progress report on the proposed internal audit plan, with explanations for any deviations from the original plan.
  
  
• Review the financial statements contained in the annual Report to Stockholders with management and the independent auditors, as well as all significant correcting adjustments identified by the independent auditors or disagreements between management and the independent auditors, to determine that the independent auditors are satisfied with the disclosure and content of the financial statements to be presented to the stockholders. Any changes in accounting principles should be reviewed as well as any changes in the selection, application and disclosure of critical accounting policies.
  
  
• Review, at least quarterly, with the independent auditors the Corporation's critical accounting policies and practices and alternative treatments of financial information within generally accepted accounting principles that have been discussed with management.
  
  
• Provide sufficient opportunity for the internal, if applicable, and independent auditors to meet with the members of the Audit and Finance committee without members of Management present. Among the items to be discussed in these meetings are the independent auditors' evaluation of the Corporation's financial, accounting, and auditing personnel, and the cooperation that the independent auditors received during the course of the audit, including their access to all requested records, data and information.
  
  
• Receive written statements from the independent auditors delineating all relationships between the independent auditors and the Corporation consistent with Independence Standards Board Standard No. 1, and consider and discuss with the auditors any disclosed relationships or services that could affect the auditors' objectivity and independence, and if so determined by the audit and finance committee, take appropriate action to resolve issues regarding the independence of the auditors.
  
  
• Review accounting and financial human resources and succession planning within the corporation.
  Investigate any matter brought to its attention within the scope of its duties, with the power to retain and pay for, out of Corporation funds, outside counsel and other advisors for this purpose if, in its judgment, that is appropriate.
  
  
• Review and discuss with Management the financial statements and Management's Discussion and Analysis section of the Corporation's Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q and recommend the filing of the report.
  
  
• Review and approve (to the extent not previously approved by the Corporation's Board of Directors) related party transactions as such term is used by SFAS No. 57 or as otherwise required to be disclosed in the Corporations’ financial statements or periodic filings with the SEC. It is Management’s responsibility to bring such related party transactions to the attention of the members of the Audit and Finance Committee.
  
  
• Review Corporation press releases containing financial information for the purpose of ensuring that such press releases properly disclose financial information presented in accordance with generally accepted accounting principles (GAAP), adequately disclose how any information differs from financial information presented in accordance with GAAP and does not give undue prominence to such non-GAAP information or otherwise provide misleading presentations of the Corporation's results of operations or financial condition.
  
  
• Review and approve the hiring of any employee who is employed by the independent auditor, or has been employed by the independent auditor within the five years prior to the date of determination whether or not to hire such employee.
  
  
• Establish and maintain procedures for, and a policy of, open access to the members of the Audit and Finance Committee by the employees and consultants to the Corporation to enable the employees and consultants to bring to the attention of the Audit and Finance Committee concerns held by such employees and consultants regarding the financial reporting of the Corporation, and to report potential misconduct to the Audit and Finance Committee.
  
  
• Prepare the report of the Audit and Finance Committee required by the rules of the Securities and Exchange Commission to be included in the Corporation's annual proxy statement.
  
  
• Review and assess the adequacy of this charter as required and recommend any proposed changes to the Board for approval.
  
  
• Submit the minutes of all meetings of the Audit and Finance Committee and discuss the matters discussed at each committee meeting with the Board of Directors.
  
  
• Perform such other functions and to have such power as it may deem necessary or advisable in the efficient and lawful discharge of the foregoing.
  
  
• Establish procedures for dealing with information about violations of securities laws received from outside counsel or from employees under the "whistleblower" provisions of the Sarbanes-Oxley Act.
  

The Committee shall periodically receive reports from and discuss with the Company's general counsel the adequacy of the policies and practices of the Company related to compliance with key regulatory requirements, conflicts of interest and ethical conduct including any potential or actual conflicts of interest involving directors or officers of the Company.

While the Committee has the responsibility and power set forth in this charter, it is not the duty of the Committee to plan or conduct audits or to determine that the Company's financial statements are complete and accurate and are in accordance with generally accepted accounting principles. This is the responsibility of management and the independent auditor. Nor is it the duty of the committee to conduct investigations or to assure compliance with laws, regulations and the Company's code of conduct.