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Role

The Audit and Finance Committee of the Board of Directors assists the Board of Directors in fulfilling its responsibility for oversight of the quality and integrity of the accounting, auditing and financial reporting practices of the Company. The Committee oversees the accounting and financial reporting processes of the Company and the auditing of the Company's financial statements. The Committee's role includes a particular focus on the qualitative aspects of financial reporting, and on the Company's processes to manage business and financial risk, and for compliance with significant applicable legal, ethical, and regulatory requirements. The Committee is directly responsible for the appointment, compensation, and oversight of the public accounting firm engaged to prepare or issue an audit report on the financial statements of the Company.

Membership

The membership of the Committee consists of at least three directors who are generally knowledgeable in financial and auditing matters, including at least one member with accounting or related financial management expertise. Each member shall be free of any relationship that, in the opinion of the Board, would interfere with his or her individual exercise of independent judgment, and shall in addition meet the independence requirements established by the Board and the requirements of applicable laws, regulations and listing standards, including those set forth in SEC Rule 10A-3. The Chair of the Board of Directors appoints the chair and members of this Committee upon recommendation of the Governance and Nominating Committee. Committee members serve at the pleasure of the Board.

Operations

The Committee meets at least four times a year. Additional meetings may occur as the Committee or its chair deems advisable. The Committee will cause to be kept adequate minutes of all its proceedings and will report its actions to the next meeting of the Board. Committee members will be furnished with copies of the minutes of each meeting and any action taken by unanimous consent. The Committee will be governed by the same rules regarding meetings (including meetings by conference telephone or similar communications equipment), action without meetings, notice, waiver of notice and quorum and voting requirements as are applicable to the Board. The Committee is authorized and empowered to adopt its own rules of procedure not inconsistent with (a) any provision of this Charter, (b) any provision of the Bylaws of the Company or (c) the laws of the state of Delaware.

Communications / Reporting

The public accounting firm reports directly to the Committee. The Committee is expected to maintain free and open communication with the public accounting firm and the Company's management. This communication will include private executive sessions, at least annually, with each of these parties. The Committee chair shall report on Audit and Finance Committee activities to the full Board.

Education

The Company is responsible for providing the Committee with educational resources related to accounting principles and procedures, current accounting topics pertinent to the Company and other material as may be requested by the Committee. The Company will assist the Committee in maintaining appropriate financial literacy.

Authority

The Committee will have the resources and authority necessary to discharge its duties and responsibilities, including the authority to retain outside counsel or other experts or consultants as it deems appropriate. The Committee also has authority to obtain advice from the Company's legal counsel and from Company employees. The Committee will be provided with appropriate funding by the Company, as the Committee determines, for the payment of compensation to any registered public accounting firm engaged for the purpose of preparing or issuing an audit report or performing other audit, review or attest services for the Company; outside counsel and other advisors as it deems appropriate; and ordinary administrative expenses of the Committee that are necessary or appropriate in carrying out its duties. In discharging its oversight role, the Committee is empowered to investigate any matter brought to its attention.

Scope of Responsibilities

The principal responsibilities and functions of the Audit and Finance Committee are as follows:

• The Committee has the sole authority and responsibility to select, evaluate, and where appropriate, replace the Company's independent public accounting firm. The Company's independent public accounting firm reports directly to the Audit and Finance Committee.



• The Committee is responsible for overseeing the work of the Company's independent public accounting firm, including resolution of disagreements between management and the auditor regarding financial reporting.



• The Committee has authority to determine the compensation to be paid to the independent public accounting firm.



• The Committee shall pre-approve all auditing services and permitted non-audit services, including the fees and terms thereof, to be performed for the Company by the outside auditors. The Committee may delegate this authority to one or more of its members, provided that any pre-approval granted shall be communicated to the Committee at its next meeting.



• Annually, the Committee shall obtain from the independent public accounting firm a formal written statement delineating all relationships between the firm and the Company, as required by Independence Standards Board Standard 1. The Committee shall review with the auditor the nature and scope of any disclosed relationships and take appropriate action, if necessary, to ensure the continuing independence of the audit firm.



• The Committee shall discuss with the Company's public accounting firm the overall scope and plans for their audit.



• The Committee shall meet with the public accounting firm, with and without management present, to discuss the results of their examinations, their evaluations of the Company's internal controls, and the overall quality of the Company's financial reporting.



• The Committee shall produce an audit committee report for the Company's proxy statement in compliance with applicable Securities and Exchange Commission rules and regulations.



• The Committee shall conduct an appropriate review and oversight of all related party transactions (as defined for purposes of Item 404 of Regulation S-K) for potential conflict of interest situations.



• The Committee shall establish (and periodically review the efficacy of) procedures for
  
  
  1. the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls, or auditing matters, and
  
  
  
  2. the confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters.


• The Committee shall regularly review and make recommendations about changes to the Committee's charter after consultation with the Chair of the Governance and Nominating Committee.



• The Committee shall perform an annual evaluation of the Committee's performance and make applicable recommendations.

In carrying out its responsibilities the Committee relies on the expertise and knowledge of management and the public accounting firm. Management of the Company is responsible for determining that the Company's financial statements are complete, accurate and in accordance with generally accepted accounting principles. The public accounting firm is responsible for auditing the Company's financial statements. The Committee's responsibility is to oversee these processes. It is not the duty of the Committee to plan or conduct audits, to determine that the financial statements are complete and accurate and are in accordance with generally accepted accounting principles, or to assure compliance with laws and regulations or the Company's internal policies, procedures and controls.

Last Reviewed: June 8, 2010

Last Revised: June 8, 2010

 

Committee Members

Holli Harris
Carol R. Kaufman
Kenneth A. Nilsson
Julius Y. Oestreicher