| 2. |
Internal Auditors |
| |
(a) |
Serve as the Board’s primary avenue of communication with the Director of Corporate Auditing. |
| |
(b) |
Review and concur in the appointment, replacement, reassignment, or dismissal of the Director of Corporate Auditing. |
| |
(c) |
Confirm and assure the independence of the internal auditors. |
| |
(d) |
Review the annual internal audit plan of the internal auditors and its scope, and the degree of coordination of this plan with the independent accountant. |
| |
(e) |
Review periodically the internal audit activities, staffing, and budget. |
| |
| 3. |
Financial Statements |
| |
(a) |
Inquire of the independent accountant and management as to the acceptability and appropriateness of financial accounting practices and disclosures used or proposed by the Company. |
| |
(b) |
Review and discuss with management and the independent accountant prior to releasing the year-end earnings and at the completion of the annual audit examination: |
| |
|
(i) |
the Company’s financial statements and related footnote disclosures, |
| |
|
(ii) |
the independent accountant’s audit of the statements and its report thereon, |
| |
|
(iii) |
any significant changes required in the independent accountant’s audit plan, |
| |
|
(iv) |
any serious difficulties or disputes with management encountered during the course of the audit, and |
| |
|
(v) |
other matters related to the conduct of the audit which are to be communicated to the Committee under generally accepted auditing standards. |
