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EXHIBIT 3(III)
AUDIT COMMITTEE OF THE BOARD OF DIRECTORS
CHARTER
I. COMPOSITION
The Audit Committee shall be comprised of not less than three members,
as determined by the Board. Each member of the Audit Committee shall be an
independent director, that is free from any relationship that, in the opinion of
the Board, would interfere with the exercise of his or her independent judgment
as a member of the Audit Committee.
All members of the Audit Committee shall have a working familiarity
with basic finance and accounting practices, and the ability to read and
understand the Corporation's financial statements. At least one member of the
Audit Committee shall have accounting or related financial management expertise.
II. PURPOSE
The Audit Committee's primary function is to assist the Board of
Directors in fulfilling its oversight responsibilities with respect to financial
reports and other financial information; internal controls regarding finance,
accounting, legal compliance and ethics that management and the Board have
established; and the Corporation's auditing, accounting and financial reporting
processes generally. The Audit Committee's primary duties and responsibilities
are to:
* Serve as an independent and objective party to monitor the
Corporation's financial reporting process and internal control
system.
* Review and assess the audit efforts of the Corporation's
independent auditors and determine the need for an internal
auditing department.
* Act as a liaison to, and foster open communications among,
the independent auditors, financial and senior management, and
the Board.
The Audit Committee will primarily fulfill these responsibilities by carrying
out the activities enumerated in Section IV of this Charter.
III. MEETINGS
The Audit Committee shall meet as frequently as circumstances dictate.
IV. RESPONSIBILITIES AND DUTIES
The Audit Committee believes its policies and procedures should remain
flexible, to enable the Audit Committee to respond to changing conditions, and
to ensure that the Corporation's accounting and reporting practices are in
accordance with all applicable legal and internal requirements. To fulfill its
responsibilities and duties the Audit Committee shall have the power to take,
and shall take, such actions as it deems necessary, which may include the
following:
1. Review and update this Charter annually.
2. Meet with the independent auditors and financial management to review
the scope of the proposed audit for the current year and the audit
procedures to be utilized.
3. Upon completion of the audit, review separately with management and
the independent auditors:
a. The annual financial statements and related footnotes;
b. The audit and audit report, including any comments or
recommendations of the independent
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auditors, and any significant changes in the audit plan; and
c. Any other matters related to the conduct of the audit which
should be communicated to the Audit Committee under generally accepted
auditing standards.
4. Review any significant disagreement among management and the
independent auditors in connection with the preparation of the
financial statements.
5. Review with financial management and the independent auditors the 10-Q
prior to its filing or prior to the release of earnings. The Chair of
the Audit Committee may represent the entire Audit Committee for
purposes of this review.
6. Provide an annual report for inclusion in the Corporation's annual
report or proxy statement describing the Audit Committee's composition
and responsibilities, and how those responsibilities were discharged
during the current fiscal year.
7. Review and discuss with the independent auditors all significant
relationships the accountants have with the Corporation to determine
the accountants' independence. Take such actions and make such
inquiries as may be necessary to ensure the independence of the
independent auditors.
8. Recommend to the Board the selection of the independent auditors.
Review and make appropriate recommendations to the Board regarding the
independence, performance and effectiveness of the independent
auditors, and any proposed discharge of the independent auditors when
circumstances warrant.
9. Periodically consult with the independent auditors out of the presence
of management to discuss any matters of concern to the Audit Committee
or the independent auditors.
10. Review the integrity of the Corporation's financial reporting
processes, both internal and external.
11. Review with the independent auditors and the Corporation's financial
accounting personnel, the adequacy and effectiveness of the accounting
and financial controls of the Corporation.
12. Review with the independent auditors and management the extent to which
changes or improvements in financial or accounting practices, as
approved by the Audit Committee, have been implemented.
13. Review the procedures established by the Corporation to monitor
compliance with any applicable loan, indenture or other contractual
covenants and commitments.
14. Investigate any matter brought to the Audit Committee's attention
within the scope of its duties, with the power to request the
assistance of the Corporation's counsel or to retain outside counsel
for this purpose, if deemed appropriate in the exercise of the Audit
Committee's reasonable judgment.
15. Review, with the Corporation's counsel, legal compliance matters
including corporate securities trading policies, and any other legal
matter that could have a significant impact on the Corporation's
financial statements and related disclosures.
16. Discuss with the full Board, the matters discussed at each Audit
Committee Meeting.
17. Perform any other activities consistent with this Charter, the
Corporation's By-laws and Delaware corporate law, as the Audit
Committee or the Board deems necessary or appropriate.
