Audit Committee Charter v02

AUDIT COMMITTEE CHARTER (NASDAQ) I. Purpose The Audit Committee is appointed by the Board to: (a) assist the Board of Directors in monitoring and ensuring: (1) the integrity of the Company’s financial statements; (2) the Company’s compliance with legal and regulatory requirements; (3) the qualifications and independence of the Company’s independent auditors; (4) the performance of the Company’s internal audit function and external auditors; (b) prepare the report required to be prepared by the Audit Committee under the rules of the Securities and Exchange Commission (“SEC”) for inclusion in the Company’s annual Proxy Statement; and (c) oversee the accounting and financial reporting processes of the Company and the audits of the financial statements of the Company. II. Membership The Audit Committee shall be composed of not less than three members, appointed annually by the Board. All of the members of the Audit Committee shall satisfy the independence, experience and financial expertise requirements of Section 10A (“Section 10A”) of the Securities Exchange Act of 1934 (the “Exchange Act”), as amended by the Sarbanes-Oxley Act of 2002 (the “Act”) and the listing standards of The Nasdaq Stock Market, Inc., and shall satisfy any other applicable regulatory requirements. If possible, the Audit Committee shall also include at least one “audit committee financial expert,” as that term is defined in Section 10A. III. Meetings and ...