2003 Committee Charter : NMGA
The Audit Committee (the "Committee") is appointed by the Board of Directors to assist the Board in
fulfilling its oversight responsibilities. The Committee's primary duties and responsibilities are to:
- Monitor the integrity of the Company's financial statements and internal controls regarding
finance, accounting and legal compliance.
- Monitor the performance of the Company's internal audit function and independent auditors.
- Monitor the qualifications and independence of the Company's independent auditors.
- Monitor the compliance by the Company with legal and regulatory requirements and standards
of business ethics.
- Provide an avenue of communication to the Board for the independent auditors, management,
the internal auditing department and employees.
II. COMMITTEE COMPOSITION AND MEETINGS
The Committee shall be comprised of a minimum of three directors. The Committee and each of the
Committee members shall meet the independence and experience requirements of the New York Stock
Exchange, the rules and regulations of the Securities and Exchange Commission and other applicable laws. All
members of the Committee shall have a basic understanding of finance and accounting and be able to read and
understand fundamental financial statements; at least one member of the Committee shall in the judgment of the
Board of Directors be an audit committee financial expert in accordance with the rules and regulations of the
Securities and Exchange Commission; and at least one member (who may also serve as the audit committee
financial expert) shall in the judgment of the Board of Directors have financial management expertise in
accordance with the New York Stock Exchange listing standards.
Committee members shall be appointed by the Board on recommendation of the Nominating
Committee. If an audit committee Chair is not designated by the Board or present, the members of the
Committee may designate a Chair by majority vote of the Committee membership.
The Committee shall meet at least four times each year and at such other times as it deems necessary to
carry out its responsibilities. The Committee shall periodically meet privately, in separate executive sessions,
with management, the director of the internal auditing department, the independent auditors, and as a Committee
to discuss any matters that the Committee or any of these groups believe should be discussed.
III. COMMITTEE RESPONSIBILITIES AND DUTIES
In fulfilling each of its responsibilities and duties below, the Committee shall have the authority to
investigate any activity of the Company, and shall have direct access to the independent auditors as well as any
employee of the Company. In addition, the Committee shall be empowered to retain and determine the
compensation of persons having special competence as necessary to assist the Committee in fulfilling its duties
and responsibilities. In particular, the Committee shall have the authority to retain outside legal, accounting and
other experts, and the resources of the Company shall be at the disposal of the Committee in this regard.
1. Review and reassess the adequacy of this charter at least annually; make recommendations to
the Board of Directors, as conditions dictate, to revise this charter; and publish this charter as required by SEC
2. Maintain communication with management, independent accountants, internal auditors, legal
counsel and other key personnel.
3. Maintain minutes of meetings; report regularly to the Board of Directors on the Committee's
activities; and make recommendations to the Board of Directors as appropriate.
4. Annually prepare a report to shareholders as required by the Securities and Exchange
Commission for inclusion in the Company's annual proxy statement, as well as any other reports required by the
SEC or the New York Stock Exchange.
5. Conduct an annual review of the Committee's own performance.
6. Perform any other activities consistent with this Charter, the Company's by-laws, and
governing law, as the Committee or the Board deems necessary or appropriate.
7. Review with management and the independent auditors the Company's annual and quarterly
financial statements prior to the release of earnings and the filing of the Company's Annual Report on Form 10-
K or Quarterly Report on Form 10-Q, including (a) the Company's disclosures under "Management's Discussion
and Analysis of Financial Condition and Results of Operation," (b) any significant changes or other issues
regarding accounting principles, practices, judgments and the quality of financial reporting, (c) any matters
required to be discussed pursuant to Statement of Auditing Standards No. 61 ("SAS No. 61"), and (d) the use of
"pro forma" or "adjusted" non-GAAP information, as well as financial information and earnings guidance
provided to the investing public, analysts and rating agencies. As to clause (d) of the immediately preceding
sentence, such discussions may be general in nature (i.e., discussion of the types of information to be disclosed
and the types of representations to be made); the Committee need not discuss in advance each instance in which
the Company may provide earnings guidance.
8. In consultation with the management, the independent auditors, and the internal auditors,
consider the integrity of the Company's financial reporting processes and controls; discuss with management
significant financial risk exposures, the Companies policies and guidelines with respect thereto and the steps
management has taken to monitor, control, and report such risk exposures; review significant findings prepared
by the independent auditors and the internal auditing department together with management's responses; and
assess SEC inquiries and the results of examinations by other regulatory authorities in terms of important
findings, recommendations and management's response.
9. Review the Company's significant accounting principles and policies and any significant
changes thereto; review any proposed and implemented changes in accounting standards and principles which
have or may have a material impact on the Company's financial statements; review any significant management
judgments and estimates used in financial statement preparation; and review the Company's accounting for
significant corporate transactions.
10. Establish procedures for the receipt, analysis and resolution of complaints received by the
Company from employees and others regarding accounting, internal accounting controls or auditing matters, and
the confidential, anonymous submission by employees of the Company of concerns regarding questionable
accounting or auditing matters.
11. Directly select, appoint, retain, compensate, evaluate and terminate when appropriate the
Company's independent auditors, and review and approve the appointment of the audit partner who shall have
primary responsibility for overseeing the activities of the independent auditors on behalf of the Company. The
independent auditors shall report directly to the Committee, and the Committee shall have the sole authority and
responsibility for the oversight of the independent auditors, including resolution of any disagreements between
management and the independent auditors.
12. At least annually, obtain and review a report from the Company's independent auditors
describing (a) the independent auditors' internal quality control procedures, (b) any material issues raised by the
most recent internal quality-control review, or peer review, of the independent auditors, 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 independent auditors, and (c) any steps taken in response to any such
13. At least annually, review the independent auditor's independence, discuss with the independent
auditors all matters that could impair the auditor's independence (including the impact of the provision of nonaudit
services on such independence), and periodically obtain from the independent auditors a formal written
statement delineating all relationships between the independent auditors and the Company. The Committee shall
present its conclusions with respect to the independence of the independent auditors to the full Board of
14. The Committee shall have the sole authority and responsibility to pre-approve all permitted
non-audit engagements for the Company's independent auditors and the fees for such engagements and to
establish policies and procedures for such engagements.
15. Confer with the Company's independent auditors concerning the scope of their audit of the
financial statements of the Company; review and approve the terms of engagement and fees of the independent
auditors; provide sufficient opportunity for the independent auditors to meet with the members of the Committee
without members of management present; direct the attention of the independent auditors to specific matters or
areas deemed by the Committee to be of special significance to the Company; and authorize such auditors to
perform such supplemental reviews or audits as the Committee may deem necessary or appropriate.
16. Review with the independent auditors (a) the scope and results of the audit, (b) any
disagreements that they may have with management or any problems or difficulties they may have encountered
in performing their audits of the financial statements of the Company and (c) any questions, comments or
suggestions that the auditor may have relative to the internal controls, and accounting practices and procedures
of the Company.
Internal Audit Department and Legal Compliance
17. At least annually, review with the director of internal audit the budget, plan, activities,
organizational structure, staffing and qualifications of the internal audit department, and any recommendations of
the Committee with respect to improving the performance or strengthening of that function.
18. Review with the Company's director of internal audit and management the adequacy and
effectiveness of the Company's system of internal controls (including any significant deficiencies and significant
changes in internal controls reported to the Committee by the independent auditors or management), and the
reliability of its financial reporting systems; confer with the Company's independent auditors with respect to
their assessment of the adequacy of such controls and systems; and review management's response to any
material weakness in the Company's internal controls that may be identified.
19. Set clear policies and procedures regarding the hiring by the Company of employees or former
employees of the independent auditors.
20. On at least an annual basis, review with the Company's counsel, any legal matters that could
have a significant impact on the Company's financial statements, the Company's compliance with applicable
laws and regulations, and inquiries received from regulators or governmental agencies.