2003 Audit Charter: HLRA. Organization. The Audit Committee shall be comprised of a minimum of
three (3) directors, each of whom shall be independent and financially literate
or become financially literate within a reasonable period of time after his or
her appointment to the Audit Committee. Further, at least one member of the
Audit Committee shall have accounting or related financial management expertise.
Members of the Audit Committee shall be considered independent if they have no
relationship to the corporation that may interfere with the exercise of their
independence from management and the corporation. Audit Committee members and
the committee chairman shall be designated by the full Board of Directors. The
duties and responsibilities of a member of the Audit Committee are in addition
to those duties set out for a member of the Board of Directors.
B. Statement of Policy. The Audit Committee shall provide assistance to
the Board of Directors in fulfilling their responsibility to the shareholders
related to corporate accounting, reporting practices of the corporation and the
quality and integrity of the financial reports of the corporation. In carrying
out this statement of policy, the Audit Committee shall be guided by the
Principle 1: Monitoring the Other Component Parts of the Audit
Process. The Audit Committee shall oversee the work of
management and the outside auditors to endorse the processes
and safeguards employed by each. In particular, the Audit
Committee shall encourage procedures that promote
accountability among these players, ensuring that management
properly develops and adheres to a sound system of internal
control and that the outside auditors, through their own
review, assess management's practices.
Principle 2: Independent Communication and Information Flow Between the
Audit Committee and Outside Auditors. Only through open,
regular, frank and confidential dialogue will the Audit
Committee be in a position to utilize the knowledge of the
outside auditors in assessing internal controls, management
and the impact of each on the quality and reliability of the
financial statements. In addition, the Audit Committee shall
promote a culture that values objective and critical analysis
of management. In this regard, the Audit Committee shall
ensure that the outside auditors have provided the committee
with the information that would be required to be disclosed
by GAAS, including the topics covered by SAS 54, 60, 61 and
Principle 3: Candid Discussions With Management and Outside Auditors
Regarding Issues Implicating Judgment and Impacting
Quality. The Audit Committee shall discuss with the outside
auditor the auditor's judgments about the quality, not only
the acceptability, of the corporation's accounting principles
as applied in its financial reporting; the discussions shall
include such issues as the clarity of the corporation's
financial disclosures and degree of aggressiveness or
conservatism of the corporation's accounting principles and
underlying estimates and other significant decisions made by
management in preparing the financial disclosure.
Principle 4: Diligent and Knowledgeable Audit Committee Membership. The
Audit Committee shall carefully consider further
qualifications for those who serve on the Audit Committee.
C. Responsibilities. In carrying out its responsibilities, the Audit
Committee believes its policies and procedures should remain flexible, in order
to best react to changing conditions and to ensure to the directors and
shareholders that the corporate accounting and reporting practices of the
corporation are in accordance with all requirements. In carrying out these
responsibilities, the Audit Committee will:
1. Provide an open avenue of communication between the outside auditor and
the Board of Directors.
2. Review and update the committee's charter annually.
3. As the outside auditor is ultimately accountable to the Board of
Directors and the Audit Committee, as representatives of the
shareholders, the Audit Committee shall have the authority
and responsibility to select, evaluate and, where appropriate,
recommend replacement of the outside auditor.
4. The Audit Committee is responsible for ensuring its receipt from the
outside auditors of a formal written statement delineating all
relationships between the auditor and the corporation, consistent with
Independence Standards Board Standard 1; the Audit Committee is also
responsible for actively engaging in a dialogue with the auditor with
respect to any disclosed relationships or services that may impact the
objectivity and independence of the auditor and for taking, or
recommending that the full Board take, appropriate action to ensure the
independence of the outside auditor.
5. Confirm and assure the independence of the outside auditor, including a
review of non-audit related services provided by the outside auditor.
6. Consider and review with the outside auditor:
(a) The adequacy of the corporation's internal controls; and
(b) Any related significant findings and recommendations of the outside
auditor together with management's responses thereto.
7. Review with management and the outside auditor at the completion of the
(a) The corporation's annual financial statements and related footnotes;
(b) The outside auditor's audit of the financial statements and report
(c) Any significant changes required in the outside auditor's audit
(d) Any serious difficulties or disputes with management encountered
during the course of the audit; and
(e) Other matters related to the conduct of the audit which are to be
communicated to the Audit Committee under generally accepted
8. Meet with the outside auditor and management in separate executive
sessions to discuss any matters that the Audit Committee or these
groups believe should be discussed privately with the Audit Committee.
9. Report Audit Committee actions to the Board of Directors with such
recommendations as the Audit Committee may deem appropriate.
10. The Audit Committee shall have the power to conduct or authorize
investigations into any matters within the Audit Committee's scope of
responsibilities. The Audit Committee shall be empowered to retain
independent counsel, accountants or others to assist it in the conduct
of any investigation.
11. The Audit Committee shall meet as frequently as circumstances require.
The Audit Committee may ask members of management or others to attend
the meeting and provide pertinent information as necessary.
12. The Audit Committee will perform such other functions as assigned by
law, the corporation's charter or bylaws or the Board of Directors.