The Audit Committee consists of four directors, none of whom is an employee of the Company. Each member of the Audit Committee is an “independent director” as defined in Rule 4200(a)(14) of the National Association of Securities Dealers’ listing standards. The Audit Committee performs numerous functions as described in its charter. Among those are superintendence of the annual audit conducted by the Company’s independent auditors, review of quarterly financial results and earnings releases, and review of matters relating to the Company’s disclosure controls and internal control systems. Both the independent auditors and the Internal Audit Department are accountable to the Audit Committee. In performing its functions, the Audit Committee meets separately with representatives of the Company’s independent auditors and with representatives of senior management. The Audit Committee is specifically authorized by its charter to retain, at the Company’s expense, such special legal, accounting, and other consultants as it deems necessary in the performance of its duties.
