2003 Committee Charter : BRC

Approved by the Board of Directors on July 23, 2003

The Audit Committee is appointed by the Board to assist the Board in monitoring (1) the
integrity of the financial statements of the Company, (2) the independent auditor's qualifications
and independence, (3) the performance of the Company's internal audit function and
independent auditors, and (4) the compliance by the Company with certain legal and regulatory
Committee Membership
The Audit Committee shall consist of no fewer than three members, each of whom shall meet the
independence and experience requirements of the New York Stock Exchange, Section
10A(m)(3) of the Securities Exchange Act of 1934 (the "Exchange Act") and the rules and
regulations of the Commission. The Chair of the Committee shall have accounting or related
financial management experience. Audit committee members shall not simultaneously serve on
the audit committees of more than two other public companies unless the Board determines that
such service will not impair the member's ability effectively to serve on the Audit Committee
and so discloses in any proxy statement of the Company.
The Board shall have the power at any time to change the membership of the Committee and to
fill vacancies in it. Except as expressly provided in this Charter, the bylaws of the Company, or
the rules of the New York Stock Exchange, the Committee may fix its own rules of procedure.
The Committee shall meet as often as it determines, but not less frequently than quarterly. The
Committee shall meet periodically with management, the internal auditors and the independent
auditor in separate executive sessions. The Committee may request any officer or employee of
the Company or the Company's outside counsel or independent auditor to attend a meeting of the
Committee or to meet with any members of, or consultants to, the Committee.
Committee Authority and Responsibilities
The Committee shall have the sole authority to appoint or replace the independent auditor. The
Committee shall be directly responsible for the compensation and oversight of the work of the
independent auditor (including resolution of disagreements between management and the
independent auditor regarding financial reporting) for the purpose of preparing or issuing an
audit report or related work. The independent auditor and the internal audit function shall report
directly to the Committee.
The Committee shall preapprove all auditing services and permitted non-audit services
(including the fees and terms thereof) to be performed for the Company by its independent
auditor, subject to the de minimus exceptions for non-audit services described in Section
10A(i)(1)(B) of the Exchange Act, which are approved by the Audit Committee prior to the
completion of the audit.
The Committee may form and delegate authority to subcommittees consisting of one or more
members when appropriate, including the authority to grant preapprovals of audit and permitted
non-audit services, provided that decisions of such subcommittee to grant preapprovals shall be
presented to the full Committee at its next scheduled meeting.
The Committee shall have the authority, to the extent it deems necessary or appropriate, to retain
independent accounting or other advisors. The Company shall provide for appropriate funding,
as determined by the Committee, for payment of compensation to the independent auditor for the
purpose of rendering or issuing an audit report and to any advisors employed by the Committee.
If the Company prepares an annual proxy statement, the Committee shall prepare, for inclusion
therein, the report required by the rules of the Securities and Exchange Commission.
The Committee shall review and reassess the adequacy of this Charter as appropriate and
recommend any proposed changes to the Board for approval. The Committee shall annually
review its own performance.
The Committee, to the extent it deems necessary or appropriate, shall:
Financial Statement and Disclosure Matters
1. Review and discuss with management and the independent auditor the annual audited
financial statements, including disclosures made in management's discussion and
analysis. If the Company prepares an annual proxy statement, the Committee shall
recommend to the Board whether the audited financial statements should be included in
the Company's Form 10-K.
2. Review and discuss with management and the independent auditor the Company's
quarterly financial statements prior to the filing of its Form 10-Q, including the results of
the independent auditor's review of the quarterly financial statements.
3. Discuss with management and the independent auditor significant financial reporting
issues and judgments made in connection with the preparation of the Company's
financial statements, including any significant changes in the Company's selection or
application of accounting principles, any major issues as to the adequacy of the
Company's internal controls and any special steps adopted in light of material control
4. Review and discuss quarterly reports from the independent auditors on:
(a) Critical accounting policies and practices to be used.
(b) Alternative treatments of financial information within generally accepted
accounting principles that have been discussed with management, ramifications of
the use of such alternative disclosures and treatments, and the treatment preferred
by the independent auditor.
(c) Other material written communications between the independent auditor and
management, such as any management letter or schedule of unadjusted
5. Discuss with management the Company's earnings press releases, including the use of
"pro forma" or "adjusted" non-GAAP information, as well as financial information and
earnings guidance provided to analysts and rating agencies. Such discussion may be
done generally (consisting of discussing the types of information to be disclosed and the
types of presentations to be made).
6. Discuss with management and the independent auditor the effect of regulatory and
accounting initiatives as well as any off-balance sheet structures affecting the Company's
financial statements.
7. Discuss with management the Company's major financial risk exposures and the steps
management has taken to monitor and control such exposures, including the Company's
risk assessment and risk management policies.
8. Discuss with the independent auditor the matters required to be discussed by Statement
on Auditing Standards No. 61 relating to the conduct of the audit, including any
difficulties encountered in the course of the audit work, any restrictions on the scope of
activities or access to requested information, and any significant disagreements with
9. Review disclosures made to the Committee by the Company's CEO and CFO during
their certification process for the Form 10-K and Form 10-Q about any significant
deficiencies in the design or operation of internal controls or material weaknesses therein
and any fraud involving management or other employees who have a significant role in
the Company's internal controls.
Oversight of the Company's Relationship with the Independent Auditor
10. Review and evaluate the lead partner of the independent auditor team.
11. Obtain and review a report from the independent auditor at least annually regarding (a)
the independent auditor's internal quality-control procedures, (b) any material issues
raised by the most recent internal quality-control review, or peer review, of the 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,
(c) any steps taken to deal with any such issues, and (d) all relationships between the
independent auditor and the Company. Evaluate the qualifications, performance and
independence of the independent auditor, including considering whether the auditor's
quality controls are adequate and the provision of permitted non-audit services is
compatible with maintaining the auditor's independence, and taking into account the
opinions of management and internal auditors.
12. Recommend to the Board policies for the Company's hiring of employees or former
employees of the independent auditor who participated in any capacity in the audit of the
13. Meet with the independent auditor prior to the audit to discuss the planning and staffing
of the audit.
Oversight of the Company's Internal Audit Function
1. Serve as the direct report for the internal audit function.
2. Review the appointment and replacement of the senior internal auditing executive.
3. Review the significant reports or summaries thereof to management prepared by the
internal auditing department and management's responses.
4. Discuss with the independent auditor and management the internal audit department
responsibilities, budget and staffing and any recommended changes in the planned scope
of the internal audit.
Compliance Oversight Responsibilities
1. Obtain from the independent auditor assurance that the auditors have not discovered or
become aware of information indicating any illegal act by the Company requiring a
report of action under Section 10A(b) of the Exchange Act.
2. Review reports from management, the Company's senior internal auditing executive and
the independent auditor as to the Company's and its subsidiary/foreign affiliated entities
compliance with the Company's Code of Business Conduct. Review reports and
disclosures of insider and affiliated party transactions with the Company. As appropriate,
advise the Board with respect to the Company's policies and procedures regarding
compliance with applicable laws and regulations and with the Company's Code of
Business Conduct.
3. Establish procedures for the receipt, retention and treatment of complaints received by
the Company regarding accounting, internal accounting controls or auditing matters, and
the confidential, anonymous submission by employees or others of concerns regarding
questionable accounting or auditing matters.
4. Discuss with management and the independent auditor any correspondence with
regulators or governmental agencies and any published reports which raise material
issues regarding the Company's financial statements or accounting policies.
5. Discuss with the Company's counsel legal matters that may have a material impact on the
financial statements or the Company's compliance policies.
Limitation of Audit Committee's Role
While the Audit Committee has the responsibilities and powers set forth in this Charter, it is not
the duty of the Audit Committee to plan or conduct audits or to determine that the Company's
financial statements and disclosures are complete and accurate and are in accordance with
generally accepted accounting principles and applicable rules and regulations. These are the
responsibilities of management and the independent auditor.