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Exhibit 99.1
AUDIT COMMITTEE CHARTER
Composition
There shall be a committee of the board of directors (the "Board") to be known
as the audit committee which, no later than June 14, 2001, shall have at least
three (3) members, comprised solely of independent directors, as such term is
defined in Rule 4200(a)(15) of the National Association of Securities Dealers'
("NASD") listing standards, subject to the exception in Rule 4310(c)(26)(B)(ii)
of the NASD listing standards.
Each member of the audit committee shall be able to read and understand
fundamental financial statements, including the company's balance sheet, income
statement and cash flow statement or will become able to do so within a
reasonable period of time after his or her appointment to the audit committee.
In addition, at least one member of the audit committee shall have past
employment experience in finance or accounting, requisite professional
certification in accounting or any other comparable experience or background
which results in the individual's financial sophistication, including being or
having been a chief executive officer, chief financial officer or other senior
officer with financial oversight responsibilities.
The Board shall elect or appoint a chairman of the audit committee who will have
authority to act on behalf of the audit committee between meetings.
Responsibilities
The responsibilities of the audit committee are as follows:
[ ] Ensure its receipt from the outside auditor of a formal
written statement, delineating all relationships between the
outside auditor and the company consistent with the
Independence Standards Board Standard 1.
[ ] Actively engage in a dialogue with the outside auditor with
respect to any disclosed relationships or services that may
impact the objectivity and independence of the outside auditor
and be responsible for taking, or recommending that the board
of directors take, appropriate action to oversee the
independence of the outside auditor.
[ ] In view of the outside auditor's ultimate accountability to
the Board and the audit committee, as representatives of the
shareholders, the audit committee, acting together with the
Board, has the ultimate authority and responsibility to
select, evaluate, and, where appropriate, replace the outside
auditor (or nominate an outside auditor for shareholder
approval in any proxy statement).
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[ ] Review with the outside auditor, the company's internal
auditor (if any), and financial and accounting personnel, the
adequacy and effectiveness of the accounting and financial
controls of the company, and elicit and recommendations for
the improvement of such internal control procedures or
particular areas where new or more detailed controls or
procedures are desirable.
[ ] Consider, in consultation with the outside auditor and
management of the company, the audit scope and procedures.
[ ] Review the financial statements contained in the annual
report to shareholders with management and the outside auditor
to determine that the outside auditor is satisfied with the
disclosure and content of the financial statements to be
presented to the shareholders.
[ ] Meet with the internal auditor (if any), outside or the
management privately to discuss any matters that the audit
committee, the internal auditor (if any), the outside auditor
or the management believe should be discussed privately with
the audit committee.
[ ] Review and reassess the adequacy of the committee's charter
annually.
[ ] Make such other recommendations to the Board on such matters,
within the scope of its functions, as may come to its
attention and which in its discretion warrant consideration by
the Board.
Limitations
The audit committee is responsible for the duties set forth in this charter but
is not responsible for either the preparation of the financial statements or the
auditing of the financial statements. Management has the responsibility for
preparing the financial statements and implementing internal controls and the
independent accountants have the responsibility for auditing the financial
statements and monitoring the effectiveness of the internal controls. The review
of the financial statements by the audit committee is not of the same quality as
the audit performed by the independent accountants. In carrying out its
responsibilities, the audit committee believes its policies and procedures
should remain flexible in order to best react to a changing environment.
