|Audit & Finance Committee
The Audit and Finance Committee ("Committee") of the Board of
Directors shall consist of a minimum of three directors, all of whom
shall be independent directors and comply in all respects with the
standards established from time to time by the Securities and
Exchange Commission ("SEC") and the New York Stock Exchange
("NYSE"). Members of the Committee shall be appointed by the Board
of Directors upon recommendation of the Governance and Nominating
Committee and may be removed by the Board of Directors in its
discretion. All members of the Committee shall have sufficient
financial experience and ability to enable them to discharge their
responsibilities and at least one member shall be an "audit
committee financial expert" as defined by the SEC.
The purpose of the Committee shall be to assist the Board of
Directors in its oversight of the integrity of the financial
statements of the Company, of the Company's compliance with legal
and regulatory requirements, of the independence and qualifications
of the independent auditor, and of the performance of the Company's
internal audit function and independent auditors.
In furtherance of this purpose, the Committee shall have the
following authority and responsibilities:
- To discuss with management and the independent auditor the
annual audited financial statements and quarterly financial
statements, including the Company's disclosures under "Managements
Discussion and Analysis of Financial Condition and Results of
Operations" and any matters required to be reviewed under
applicable legal, regulatory or NYSE requirements.
- To establish procedures with management and the independent
auditor, as appropriate, for the dissemination of earnings press
releases and financial information and earnings guidance provided
to analysts and to rating agencies.
- To select the independent auditor to examine the Company's
accounts, controls and financial statements. The Committee shall
have the sole authority and responsibility to select, evaluate
and, if necessary, replace the independent auditor. The Committee
shall have the sole authority to approve all audit engagement fees
and terms. Moreover, the Committee, or through the Committee Chair
between regularly scheduled meetings, must pre-approve all
services provided to the Company by the Company's independent
- To discuss with management and the independent auditor, as
appropriate, any audit problems or difficulties and management's
response, the Company's risk assessment and risk management
policies, including the Company's major financial risk exposure
and steps taken by management to monitor and mitigate such
- To review with management and the independent auditor the
Company's financial reporting and accounting standards and
principles, significant changes in such standards or principles or
in their application, and the key accounting decisions affecting
the Company's financial statements, including alternatives to, and
the rationale for, the decisions made.
- To review and evaluate the performance of the internal
auditing function as well as the system of internal controls and
the results of internal audits. The Committee will also review and
oversee the appointment, performance and replacement of the
Company executive responsible for internal auditing.
- To obtain and review at least annually a formal written report
from the independent auditor delineating: (i) the auditing firm's
internal quality-control procedures; (ii) any material issues
raised within the preceding five years by the auditing firm's
internal quality-control reviews, by peer reviews of the firm, or
by any governmental or other inquiry or investigation relating to
any audit conducted by the firm, and any steps taken to deal with
any such issues; and (iii) all relationships between the
independent auditor and the Company.
- To prepare and publish an annual Committee report in the
Company's proxy statement.
- To oversee policies for the hiring of employees or former
employees of the Company's independent auditor.
- To establish procedures for (i) the receipt, review and
treatment of accounting, internal controls or auditing complaints
received by the Company, and (ii) the confidential anonymous
submission by Company employees of concerns regarding questionable
accounting or auditing matters.
- To review and approve the annual capital and financing plans
and any significant financing transactions. The specific areas and
thresholds requiring review and approval are included in the
Committee's policies and procedures checklist.
- To conduct an annual performance evaluation of the Committee.
The Committee shall meet separately at least quarterly with
management, with the internal corporate audit staff and also with
the Company's independent auditors.
The Committee shall have authority to retain such outside
counsel, experts and other advisors as the Committee may deem
appropriate in its sole discretion. The Committee shall have sole
authority to approve related fees and retention terms. The Company
will provide for appropriate funding, as determined by the
Committee, for the payment of compensation to the independent
auditor and any advisors employed by the Committee pursuant to the
first sentence of this paragraph and the ordinary administrative
expenses of the Committee that are necessary or appropriate in
carrying out its duties.
The Committee shall report regularly to the Board of Directors on
its committee meetings. The Committee shall review at least annually
the adequacy of this charter and recommend any proposed changes to
the Board of Directors for approval. The Committee shall publicly
disclose its charter and any amendments thereto on the Company's
website and/or as otherwise required by the SEC or NYSE.
Audit and Finance Committee Memberships - Members of the
Committee should not serve on more than two additional audit
committees of other public companies. Existing relationships
exceeding these limits may continue in place provided that the Board
of Directors determines that such relationships do not impair the
member's ability to serve effectively on the Committee.
Revised and Approved: January 30, 2004.