| 5. |
Internal Control Environment |
| |
(a) |
Consider and review with the independent accountant, the Director of Corporate Auditing, and other members of management: |
| |
|
(i) |
the adequacy of the Company’s internal controls, and |
| |
|
(ii) |
significant findings and recommendations of the independent accountant and internal auditors together with management’s proposed responsive actions. |
| |
(b) |
Review the Company’s regulatory compliance programs for ethical business conduct. |
| |
| 6. |
Access and Communication |
| |
(a) |
Meet separately and privately with the independent accountant and with the Director of Corporate Auditing and with the Company’s chief financial and accounting officers to ascertain if any restrictions have been placed on the scope of their activities, and to discuss any other matters that the Committee or these groups believe should be discussed privately with the Audit Committee. |
| |
(b) |
Report Committee actions to the Board of Directors with such recommendations as the Committee may deem appropriate. |
| |
| 7. |
Reporting |
| |
(a) |
Review its charter annually and recommend changes, as necessary, to the Board. |
| |
(b) |
Report its activities to the Board on a regular basis and make recommendations to the Board with respect to matters within the purview of the Audit Committee, as necessary or appropriate. |
| |
(c) |
Cause to be included with the Company’s Proxy Statement once every three years a copy of the Committee’s Charter. |
| |
(d) |
Cause to be included in the Company’s Proxy Statement an Audit Committee Report in accordance with Item 306 of Regulation S-K. |
| |
(e) |
Cause the Company to annually submit to the NYSE a written affirmation in the form specified by the NYSE. |
