2003 Audit Charter: DCIMISSION STATEMENT
The Audit Committee will assist the Board of Directors in fulfilling its
oversight of (1) the integrity of the Company's financial statements, (2) the
Company's compliance with legal and regulatory requirements, (3) the
independent auditor's qualifications and independence, and (4) the performance
of the Company's internal audit function and independent auditors; and will
prepare the report that SEC rules require be included in the Company's annual
proxy statement. The Committee also will carry out its duties and
responsibilities to retain and terminate the Company's independent auditors and
to conduct an annual performance evaluation of the Audit Committee.
While the Audit Committee has the oversight responsibilities and powers
set forth in this charter, the Committee does not itself prepare financial
statements or perform audits, and its members are not auditors or certifiers of
the Company's financial statements. This is the responsibility of management
and the Company's independent auditor.
The Committee will be organized consistent with the following significant
SIZE OF THE COMMITTEE: The Committee will have no less than three
QUALIFICATIONS: Committee members must be non-employee directors who meet
the independence and experience requirements of the Securities and Exchange
Commission, the New York Stock Exchange and applicable law.
FREQUENCY OF MEETINGS: The Committee will have no less than four regularly
scheduled meetings each fiscal year. In addition, the Committee will meet at
other times if deemed necessary to discharge completely its duties and
responsibilities as outlined in this charter.
APPOINTMENT OF MEMBERS AND CHAIRPERSON: Each Committee member and the
Chairperson will be recommended by the Corporate Governance Committee and shall
be elected by vote of the Board of Directors to serve a term of one year.
Committee members and the Chairperson may serve successive one-year terms
INTERNAL CONTROLS AND DISCLOSURE CONTROLS:
1. Review the appointment, performance and replacement of the senior
internal audit executive.
2. Review the internal auditor's reports and findings on internal audit
activities and the major issues as to the adequacy of the Company's
3. Review the Company's disclosure controls and procedures for its filings
with the Securities and Exchange Commission.
1. Review the Company's policies with respect to risk assessment and risk
2. Review major issues regarding accounting principles and financial
statement presentations, including any significant change in the
Company's selection or application of accounting principles.
3. Review analyses prepared by management and/or the independent auditor
setting forth the Company's critical accounting policies and estimates,
and significant financial reporting issues and judgments made in
connection with the preparation of the financial statements, including
analyses of the effects of alternative GAAP methods on the financial
4. Review the effect on the financial statements of regulatory and
accounting initiatives and off-balance sheet structures.
5. Review the annual financial statements, including the Company's
disclosures under "Management's Discussion and Analysis of Financial
Condition and Results of Operations," with management and the
independent auditors prior to the filing or release of such financial
statements, including confirmation that the Committee (i) discussed with
the external auditors the matters requiring discussion by Statement on
Auditing Standards No. 61, and (ii) received the written report from the
external auditors required by Independence Standards Board Statement No.
1. Based on these reviews and discussions, recommend to the Board of
Directors that the audited financial statements be included in the
Annual Report on Form 10-K filed with the SEC.
6. Review and approve the process for reviewing and discussing with
management and the independent auditors the quarterly financial
statements, including the Company's disclosures under "Management's
Discussion and Analysis of Financial Condition and Results of
Operations," either through the Committee as a whole or through the
COMPLIANCE WITH LAWS, REGULATIONS AND COMPANY POLICIES:
1. Review the Company's compliance system (including, but not limited to, a
code of ethics for senior financial officers).
2. Review the Committee's charter on an annual basis and recommend any
proposed changes to the Board of Directors for approval.
3. Affirmatively determine that the Committee members are independent as
required by the "Qualifications" section of this charter.
RELATIONSHIP WITH INDEPENDENT AUDITOR:
1. The Committee has the ultimate authority and responsibility to select
and evaluate the independent auditor, approve all audit engagement terms
and fees to be paid to such firm, and terminate such firm when
circumstances warrant, and the independent auditor shall be accountable
to and report to the Committee.
2. Evaluate the independent auditor's qualifications, performance and
independence on an ongoing basis, but no less frequently than once per
3. Review and approve the scope of the external audit to be performed each
4. Set policies and procedures for, and, as appropriate, approve the
engagement of, the independent auditor for any non-audit service (to the
extent such service is not prohibited) and the fee for such service, and
consider whether the independent auditor's performance of any non-audit
services is compatible with its independence.
5. Review with the independent auditor any audit problems or difficulties
the independent auditor may have encountered in the course of the audit
work and any management letter provided by the independent auditor, and
management's response (including any restrictions on the scope of the
independent auditor's activities or on access to requested information
and any significant disagreements with management).
6. At least annually, obtain and review a report by the independent auditor
o the independent auditor's internal quality-control procedures;
o any material issues raised by the most recent internal
quality-control review, or peer review, of the independent auditor's
firm, or by any inquiry or investigation by governmental or
professional authorities, within the preceding five years,
respecting one or more independent audits carried out by the firm,
and any steps taken to deal with such issues; and (to assess the
o all relationships between the independent auditor and the Company.
1. Set clear hiring policies for employees or former employees of the
2. Review procedures for the receipt, retention and treatment of complaints
received by the Company regarding accounting, internal controls or
auditing matters, and the confidential, anonymous submissions by
employees of concerns regarding questionable accounting or auditing
3. Meet separately, periodically, with management, with internal auditors
and with the independent auditor in executive sessions.
4. Discuss generally with management earnings press releases and financial
information and earnings guidance provided through public disclosures
under the New York Stock Exchange requirements and applicable law.
5. Prepare the Committee report for inclusion in the Company's annual proxy
6. Conduct an annual performance evaluation of the Committee.
7. As appropriate, obtain advice and assistance from outside legal,
accounting or other advisors. In this regard, the Committee will have
o conduct or authorize investigations into any matters within its
scope of responsibilities;
o engage outside auditors for special audits, reviews and other
o retain special counsel and other experts and consultants to advise
the Committee and meet with any representative of the Company; and
o approve the fees and other retention terms for such parties.
8. Report regularly to the full Board of Directors regarding the
significant items of discussion at each Committee meeting.