I. Purpose.
The Audit Committee of L&L International Holdings, Inc. (the "Company") is appointed by the Board of Directors
(the "Board") to assist the Board in :
1) monitoring the quality, reliability and integrity of the accounting policies and financial statements of the
Company;
2) overseeing the Company's compliance with legal and regulatory requirements;
3) reviewing the independence, qualifications and performance of the Company's internal and external auditors,
4) overseeing the performance of the Company's internal audit function and independent auditors and,
5) preparing an audit committee report as required by the Securities and Exchange Commission (the "SEC") to be
included in the Company's annual proxy statement.
II. Committee Composition.
The Committee shall be comprised of three or more members of the Board. The members of the Committee shall
satisfy all applicable requirements then in effect of the National Association of Securities Dealers Automatic
Quotation System. (the "NASDAQ"), or any stock exchange or national securities association on which the
Company's securities are listed or quoted and any other applicable regulatory requirements, including without
limitation requirements relating to director independence, financial literacy, nomination and size of the
Committee. No member of the Committee may serve on the audit committee of more than three public companies,
including the Company, unless the Board (i) determines that such simultaneous service would not impair the ability
of such member to effectively serve on the Committee and (ii) discloses such determination in the annual proxy
statement.
All members of the Committee shall have a working familiarity with basic finance and accounting practices (or
acquire such familiarity within a reasonable period after his or her appointment) and at least one member must be
an "audit committee financial expert" under the requirements of the Sarbanes-Oxley Act. Committee members may
enhance their familiarity with finance and accounting by participating in educational programs conducted by the
Company or by a third party.
The members of the Committee shall be appointed by the Board upon the recommendation of the Nominating and
Corporate Governance Committee and shall serve until such member's successor is duly elected and qualified or
until such member's earlier resignation, retirement, removal from office or death. The members of the Committee
may be removed, with or without cause, by a majority vote of the Board.
Chairperson must be a non-management (‘independent )member of the Company. The first Chairperson is Ms.
Shirley Kiang. Unless a Chairperson is elected by the full Board, the members of the Committee shall designate a
Chairperson by majority vote of the full Board members. The Chairperson will chair all meetings of the Committee
and set the agendas for Committee meetings. The Chairman shall establish an annual calendar with a proposed
agenda of the audit, financial and other related matters to be addressed at each of the Committee's scheduled
meetings during the year. Committee members are expected to make suggestions for agenda items.
III. Delegation of Duties.
In fulfilling its responsibilities, the Committee is entitled to form and delegate any or all of its responsibilities to a
subcommittee consisting of one or more members of the Committee, when appropriate and permitted by
applicable legal and regulatory requirements. Where so permitted, a subcommittee of the Committee may exercise
the powers and authority of the Committee and the Board while acting within the scope of the powers and
responsibilities delegated to it.
IV. Meetings.
The Committee shall meet as often as its members deem necessary to fulfill the Committee's responsibilities. A
majority of the Committee members shall constitute a quorum for the transaction of the Committee's business. The
Committee shall act upon the vote of a majority of its members at a duly called meeting at which a quorum is
present. Any action of the Committee may be taken by a written instrument signed by all of the members of the
Committee. The Committee shall have the authority to establish other rules and procedures for notice and conduct
of its meetings consistent with the Company's bylaws and the Corporate Governance Practices and Policies.
All non-management directors that are not members of the Committee may attend meetings of the Committee but
may not vote. Additionally, the Committee may invite to its meetings any director, member of management of the
Company and such other persons as it deems appropriate in order to carry out its responsibilities. However, when
necessary, the Committee may meet in executive session without such other persons present.
V. Powers and Duties.
The following functions shall be the recurring activities of the Committee in carrying out its responsibilities
outlined in Section I of this Charter. These functions should serve as a guide with the understanding that the
Committee may carry out additional or substitute functions and adopt additional policies and procedures as may be
appropriate in light of changing business, legislative, regulatory, legal or other conditions. The Committee shall also
carry out any other responsibilities and duties delegated to it by the Board from time to time related to the
purposes of the Committee outlined in Section I of this Charter.
The Committee shall have the following specific powers and duties:
With respect to the independent auditor:
1. To be directly responsible for the appointment, compensation, retention and oversight of the independent
auditor (including resolution of disagreements between management and the independent auditor regarding
financial reporting) for the purpose of preparing its audit reports or performing other audit, review or attest
services for the Company. The Committee is responsible for reviewing the performance of the independent auditor
and removing the independent auditor if circumstances warrant. The independent auditor shall report directly to
the Committee;
2. To review in advance, and grant any appropriate pre-approvals of (i) all auditing services to be performed by the
independent auditor and (ii) all non-audit services to be provided by the independent auditor as permitted by
Section 10A of the Securities Exchange Act of 1934 (the "Exchange Act"), and, in connection therewith, to approve
all fees and other terms of such engagement, provided that pre-approval of de minimus services shall not be
required to the extent provided by, and subject to the requirements of, the Exchange Act;
3. On an annual basis, to review and discuss with the independent auditor all relationships the independent
auditor has with the Company and its subsidiaries in order to evaluate the independent auditor's continued
independence. The Committee shall:
(a) ensure that the independent auditor submits to the Committee on an annual basis a written statement
(consistent with Independence Standards Board Standards No. 1) delineating all relationships and services that may
impair the objectivity and independence of the independent auditor;
(b) discuss with the independent auditor any disclosed relationship or services that may impact the objectivity and
independence of the independent auditor;
(c) satisfy itself as to the independence of the independent auditor; and
(d) ensure the rotation of the audit engagement team as required by law, including consideration of whether there
should be a rotation of the firm itself;
4. At least annually, to obtain and review a report from the independent auditor describing (i) such firm's internal
quality control procedures, (ii) any material issues raised by the most recent internal quality control review or peer
review of the firm, or by any inquiry or investigation by governmental or professional authorities, within the
preceding five years, respecting one or more audits carried out by the firm, (iii) any steps taken to deal with any
such issues and (iv) all relationships between the independent auditor and the Company;
5. In consultation with management, to evaluate the qualifications, performance and independence of the lead
audit partner (or the lead audit partner responsible for reviewing the audit) for the Company's independent audit
firm, and to confirm that the lead audit partner has not performed audit services for the Company for each of the
five previous fiscal years;
6. To review, based on the recommendation of the independent auditor and the Company's management, the
scope and plan of the work to be done by the independent auditors with respect to each fiscal year;
With respect to financial statements and audit:
7. To meet with the independent auditor prior to the audit to review the planning and staffing of the audit, and to
discuss with the independent auditor the scope of its examinations of the books and records of the Company and
its subsidiaries and the matters required to be discussed by Statement on Auditing Standards No. 61 relating to the
conduct of the audit;
8. To review and discuss with management and the independent auditor the Company's annual audited and
quarterly un-audited financial statements and the Company's disclosures under "Management's Discussion and
Analysis of Financial Condition and Results of Operations" in the Company's filings with the SEC and review other
relevant reports or financial information submitted by the Company to any governmental body or the public;
9. To recommend to the Company's Board whether the Company's annual audited financial statements should be
included in the annual report on Form 10-K;
10. To review the integrity of the Company's financing reporting processes, both internal and external, and discuss
with management and the independent auditor (a) major issues regarding accounting principles and financial
statement presentation, including any significant changes in the Company's selection or application of accounting
principles, (b) analyses prepared by management and/or the independent auditor setting forth significant financial
reporting issues and judgments made in connection with the preparation of the financial statements, including
analyses of the effects of alternative GAAP methods on the financial statements, and the ramifications of the use
of such alternative methods, (c) other material written communications between the independent auditor and
management, including, but not limited to, the management letter and schedule of unadjusted differences, (d) the
effect of regulatory and accounting initiatives, as well as off-balance sheet structures, on the financial statements
of the Company, and (e) the type and presentation of information to be included in earnings press releases (paying
particular attention to any use of "pro forma," or "adjusted" non-GAAP, information), as well as review any financial
information and earnings guidance provided to analysts and rating agencies;
11. To periodically review separately with each of management, the independent auditor and the internal auditors:
(a) any significant disagreement between management and the independent auditor in connection with the
preparation of the financial statements;
(b) any problems or difficulties encountered in the course of the audit, including any restrictions on the scope of
activities or access to required information, and management's response thereto;
(c) any changes required in the planned scope of the internal audit; and
(d) the responsibilities, budget and staffing of the Company's internal audit function;
12. To review with management and the independent auditor any correspondence with regulators or governmental
agencies and any employee complaints or published reports which raise material issues regarding the Company's
financial statements or accounting policies;
13. To periodically discuss with the independent auditor, without management being present, the audit firm's
judgment about the quality, appropriateness and acceptability of the Company's accounting principles and financial
statements and the completeness and accuracy of the Company's financial statements;
14. To review the Company's earnings press releases, as well as financial information and earnings guidance
provided to analysts and rating agencies;
With respect to internal audit functions, internal controls and related matters:
15. To approve and adopt a Code of Business Ethics (the "Code") for all directors, officers and employees of the
Company, and make such changes to the Code as may be appropriate;
16. To review and discuss with management (i) the Company's major financial risk exposures and the steps
management has taken to monitor and control such exposures (including management's risk assessment and risk
management policies) and (ii) the procedures that management has established to monitor compliance with the
Code;
17. To review transactions between the Company and "related persons" (as such term is defined in Item 404(a) of
Regulation S-K promulgated by the SEC) submitted by the Company's General Counsel for the Committee's
consideration pursuant to the terms of the Company's Statement of Policy With Respect to Related Person
Transactions (the "Related Persons Policy"). The Committee shall consider and have the authority to approve,
amend, ratify, terminate or rescind such transactions at the next Committee meeting, provided that, in those
instances specified in the Relates Persons Policy, the Chairman shall consider and have the authority to approve
such transactions between Committee meetings. The Committee delegates such authority to the Chairman, and
the Chairman shall report to the Committee at the next Committee meeting any approval under the Related
Persons Policy pursuant to the delegated authority;
18. To review and discuss with management all material off-balance sheet transactions, arrangements, obligations
(including contingent obligations) and other relationships of the Company with unconsolidated entities or other
persons that may have a material current or future effect on the financial condition, changes in financial condition,
results of operations, liquidity, capital resources or significant components of revenues or expenses;
19. To periodically review, in consultation with the independent auditor and management, (i) the independent
auditor's attestation and report on management's internal control report, from the time that such reports are
prepared, (ii) the adequacy of the Company's internal controls and any special audit steps adopted in light of
material control deficiencies, (iii) procedures and policies of the Company designed to ensure compliance with
applicable laws and regulations and (iv) the responsibilities, budget and staffing needs for the internal audit
function;
20. To review with management and the independent auditor the sufficiency and quality of the internal auditor
staff and other financial and accounting personnel of the Company and its subsidiaries, including advising
management and the Board regarding the selection and removal of the manager of the internal audit function;
21. To establish procedures for (i) the receipt, retention and treatment of complaints received by the Company
and its subsidiaries regarding accounting, internal accounting or auditing matters and (ii) confidential, anonymous
submission by employees of the Company of concerns regarding questionable accounting or auditing matters;
Others:
22. To review, periodically, with the Company's counsel, any legal matter that could have a significant impact on
the Company's financial statements;
23. To establish the policy for the Company's hiring of employees or former employees of the independent auditor
who were engaged on the Company's account;
24. To report regularly to the Board with respect to any issues that arise with respect to the quality or integrity of
the Company's financial statements, the Company's compliance with legal or regulatory requirements, the
performance and independence of the Company's independent auditors or the performance of the internal audit
function;
25. To maintain minutes or other records of meetings and activities of the Committee and to report to the Board
following meetings of or actions taken by the Committee;
26. To produce an annual audit committee report and any other Committee reports required to be included in the
Company's annual proxy statement, in accordance with applicable rules and regulations promulgated by the SEC,
the NYSE and other regulatory bodies;
27. To conduct or authorize investigations into any matters within the Committee's purpose and powers;
28. To review and reassess the powers of the Committee and the adequacy of this Charter periodically and
recommend any proposed changes to the Board for approval;
29. To conduct an annual performance review and evaluation of the Committee; and
30. To consider such other matters in relation to the financial affairs of the Company, its books and records, and its
internal and external audits as the Committee or the Board may, in its discretion, determine to be advisable.
VI. Committee Resources.
The Committee, in discharging its oversight role, is empowered to study or investigate any matter of interest or
concern that the Committee deems appropriate. The Committee shall have the authority to retain special legal,
accounting or other advisers to advise the Committee, including without limitation the sole authority to determine
the fees payable and other terms of retention of the independent auditor for the purpose of rendering or issuing
the annual audit reports and any independent legal, accounting or other advisers retained to advise the
Committee. The Company shall provide for appropriate funding for (i) compensation to the Company's independent
auditors for the purpose of preparing or issuing audit reports or performing other work, (ii) compensation to any
independent legal, accounting or other advisers employed by the Committee and (iii) ordinary administrative
expenses of the Committee that are necessary or appropriate in carrying out its duties.
VII. Understanding as to the Committee's Role.
Management of the Company is responsible for the day-to-day operation of the Company's business. In addition,
the independent auditors and management have the fundamental responsibility for the Company's financial
statements and disclosures. As a result, the Company's officers and employees and other persons who may be
engaged by the Committee may have more time, knowledge and detailed information about the Company than do
the Committee members. The Committee will review information, opinions, reports or statements presented to
the Committee by the Company's officers or employees or other persons as to matters the Committee members
reasonably believe are within such other person's professional or expert competence and who has been selected
with reasonable care by or on behalf of the Company. While the Committee has the responsibilities and powers set
forth in this charter, each member of the Committee, in the performance of his or her duties, will be entitled to
rely in good faith upon reports presented to the Committee by these experts. The Committee is not responsible
for certifying the Company's financial statements or the auditor's report. Accordingly, the Committee's role does
not provide any special assurances with regard to matters that are outside the Committee's area of expertise or
that are the traditional responsibility of management and the auditors.
Approved as of July 10, 2008
The Audit Committee of L&L International Holdings, Inc. (the "Company") is appointed by the Board of Directors
(the "Board") to assist the Board in :
1) monitoring the quality, reliability and integrity of the accounting policies and financial statements of the
Company;
2) overseeing the Company's compliance with legal and regulatory requirements;
3) reviewing the independence, qualifications and performance of the Company's internal and external auditors,
4) overseeing the performance of the Company's internal audit function and independent auditors and,
5) preparing an audit committee report as required by the Securities and Exchange Commission (the "SEC") to be
included in the Company's annual proxy statement.
II. Committee Composition.
The Committee shall be comprised of three or more members of the Board. The members of the Committee shall
satisfy all applicable requirements then in effect of the National Association of Securities Dealers Automatic
Quotation System. (the "NASDAQ"), or any stock exchange or national securities association on which the
Company's securities are listed or quoted and any other applicable regulatory requirements, including without
limitation requirements relating to director independence, financial literacy, nomination and size of the
Committee. No member of the Committee may serve on the audit committee of more than three public companies,
including the Company, unless the Board (i) determines that such simultaneous service would not impair the ability
of such member to effectively serve on the Committee and (ii) discloses such determination in the annual proxy
statement.
All members of the Committee shall have a working familiarity with basic finance and accounting practices (or
acquire such familiarity within a reasonable period after his or her appointment) and at least one member must be
an "audit committee financial expert" under the requirements of the Sarbanes-Oxley Act. Committee members may
enhance their familiarity with finance and accounting by participating in educational programs conducted by the
Company or by a third party.
The members of the Committee shall be appointed by the Board upon the recommendation of the Nominating and
Corporate Governance Committee and shall serve until such member's successor is duly elected and qualified or
until such member's earlier resignation, retirement, removal from office or death. The members of the Committee
may be removed, with or without cause, by a majority vote of the Board.
Chairperson must be a non-management (‘independent )member of the Company. The first Chairperson is Ms.
Shirley Kiang. Unless a Chairperson is elected by the full Board, the members of the Committee shall designate a
Chairperson by majority vote of the full Board members. The Chairperson will chair all meetings of the Committee
and set the agendas for Committee meetings. The Chairman shall establish an annual calendar with a proposed
agenda of the audit, financial and other related matters to be addressed at each of the Committee's scheduled
meetings during the year. Committee members are expected to make suggestions for agenda items.
III. Delegation of Duties.
In fulfilling its responsibilities, the Committee is entitled to form and delegate any or all of its responsibilities to a
subcommittee consisting of one or more members of the Committee, when appropriate and permitted by
applicable legal and regulatory requirements. Where so permitted, a subcommittee of the Committee may exercise
the powers and authority of the Committee and the Board while acting within the scope of the powers and
responsibilities delegated to it.
IV. Meetings.
The Committee shall meet as often as its members deem necessary to fulfill the Committee's responsibilities. A
majority of the Committee members shall constitute a quorum for the transaction of the Committee's business. The
Committee shall act upon the vote of a majority of its members at a duly called meeting at which a quorum is
present. Any action of the Committee may be taken by a written instrument signed by all of the members of the
Committee. The Committee shall have the authority to establish other rules and procedures for notice and conduct
of its meetings consistent with the Company's bylaws and the Corporate Governance Practices and Policies.
All non-management directors that are not members of the Committee may attend meetings of the Committee but
may not vote. Additionally, the Committee may invite to its meetings any director, member of management of the
Company and such other persons as it deems appropriate in order to carry out its responsibilities. However, when
necessary, the Committee may meet in executive session without such other persons present.
V. Powers and Duties.
The following functions shall be the recurring activities of the Committee in carrying out its responsibilities
outlined in Section I of this Charter. These functions should serve as a guide with the understanding that the
Committee may carry out additional or substitute functions and adopt additional policies and procedures as may be
appropriate in light of changing business, legislative, regulatory, legal or other conditions. The Committee shall also
carry out any other responsibilities and duties delegated to it by the Board from time to time related to the
purposes of the Committee outlined in Section I of this Charter.
The Committee shall have the following specific powers and duties:
With respect to the independent auditor:
1. To be directly responsible for the appointment, compensation, retention and oversight of the independent
auditor (including resolution of disagreements between management and the independent auditor regarding
financial reporting) for the purpose of preparing its audit reports or performing other audit, review or attest
services for the Company. The Committee is responsible for reviewing the performance of the independent auditor
and removing the independent auditor if circumstances warrant. The independent auditor shall report directly to
the Committee;
2. To review in advance, and grant any appropriate pre-approvals of (i) all auditing services to be performed by the
independent auditor and (ii) all non-audit services to be provided by the independent auditor as permitted by
Section 10A of the Securities Exchange Act of 1934 (the "Exchange Act"), and, in connection therewith, to approve
all fees and other terms of such engagement, provided that pre-approval of de minimus services shall not be
required to the extent provided by, and subject to the requirements of, the Exchange Act;
3. On an annual basis, to review and discuss with the independent auditor all relationships the independent
auditor has with the Company and its subsidiaries in order to evaluate the independent auditor's continued
independence. The Committee shall:
(a) ensure that the independent auditor submits to the Committee on an annual basis a written statement
(consistent with Independence Standards Board Standards No. 1) delineating all relationships and services that may
impair the objectivity and independence of the independent auditor;
(b) discuss with the independent auditor any disclosed relationship or services that may impact the objectivity and
independence of the independent auditor;
(c) satisfy itself as to the independence of the independent auditor; and
(d) ensure the rotation of the audit engagement team as required by law, including consideration of whether there
should be a rotation of the firm itself;
4. At least annually, to obtain and review a report from the independent auditor describing (i) such firm's internal
quality control procedures, (ii) any material issues raised by the most recent internal quality control review or peer
review of the firm, or by any inquiry or investigation by governmental or professional authorities, within the
preceding five years, respecting one or more audits carried out by the firm, (iii) any steps taken to deal with any
such issues and (iv) all relationships between the independent auditor and the Company;
5. In consultation with management, to evaluate the qualifications, performance and independence of the lead
audit partner (or the lead audit partner responsible for reviewing the audit) for the Company's independent audit
firm, and to confirm that the lead audit partner has not performed audit services for the Company for each of the
five previous fiscal years;
6. To review, based on the recommendation of the independent auditor and the Company's management, the
scope and plan of the work to be done by the independent auditors with respect to each fiscal year;
With respect to financial statements and audit:
7. To meet with the independent auditor prior to the audit to review the planning and staffing of the audit, and to
discuss with the independent auditor the scope of its examinations of the books and records of the Company and
its subsidiaries and the matters required to be discussed by Statement on Auditing Standards No. 61 relating to the
conduct of the audit;
8. To review and discuss with management and the independent auditor the Company's annual audited and
quarterly un-audited financial statements and the Company's disclosures under "Management's Discussion and
Analysis of Financial Condition and Results of Operations" in the Company's filings with the SEC and review other
relevant reports or financial information submitted by the Company to any governmental body or the public;
9. To recommend to the Company's Board whether the Company's annual audited financial statements should be
included in the annual report on Form 10-K;
10. To review the integrity of the Company's financing reporting processes, both internal and external, and discuss
with management and the independent auditor (a) major issues regarding accounting principles and financial
statement presentation, including any significant changes in the Company's selection or application of accounting
principles, (b) analyses prepared by management and/or the independent auditor setting forth significant financial
reporting issues and judgments made in connection with the preparation of the financial statements, including
analyses of the effects of alternative GAAP methods on the financial statements, and the ramifications of the use
of such alternative methods, (c) other material written communications between the independent auditor and
management, including, but not limited to, the management letter and schedule of unadjusted differences, (d) the
effect of regulatory and accounting initiatives, as well as off-balance sheet structures, on the financial statements
of the Company, and (e) the type and presentation of information to be included in earnings press releases (paying
particular attention to any use of "pro forma," or "adjusted" non-GAAP, information), as well as review any financial
information and earnings guidance provided to analysts and rating agencies;
11. To periodically review separately with each of management, the independent auditor and the internal auditors:
(a) any significant disagreement between management and the independent auditor in connection with the
preparation of the financial statements;
(b) any problems or difficulties encountered in the course of the audit, including any restrictions on the scope of
activities or access to required information, and management's response thereto;
(c) any changes required in the planned scope of the internal audit; and
(d) the responsibilities, budget and staffing of the Company's internal audit function;
12. To review with management and the independent auditor any correspondence with regulators or governmental
agencies and any employee complaints or published reports which raise material issues regarding the Company's
financial statements or accounting policies;
13. To periodically discuss with the independent auditor, without management being present, the audit firm's
judgment about the quality, appropriateness and acceptability of the Company's accounting principles and financial
statements and the completeness and accuracy of the Company's financial statements;
14. To review the Company's earnings press releases, as well as financial information and earnings guidance
provided to analysts and rating agencies;
With respect to internal audit functions, internal controls and related matters:
15. To approve and adopt a Code of Business Ethics (the "Code") for all directors, officers and employees of the
Company, and make such changes to the Code as may be appropriate;
16. To review and discuss with management (i) the Company's major financial risk exposures and the steps
management has taken to monitor and control such exposures (including management's risk assessment and risk
management policies) and (ii) the procedures that management has established to monitor compliance with the
Code;
17. To review transactions between the Company and "related persons" (as such term is defined in Item 404(a) of
Regulation S-K promulgated by the SEC) submitted by the Company's General Counsel for the Committee's
consideration pursuant to the terms of the Company's Statement of Policy With Respect to Related Person
Transactions (the "Related Persons Policy"). The Committee shall consider and have the authority to approve,
amend, ratify, terminate or rescind such transactions at the next Committee meeting, provided that, in those
instances specified in the Relates Persons Policy, the Chairman shall consider and have the authority to approve
such transactions between Committee meetings. The Committee delegates such authority to the Chairman, and
the Chairman shall report to the Committee at the next Committee meeting any approval under the Related
Persons Policy pursuant to the delegated authority;
18. To review and discuss with management all material off-balance sheet transactions, arrangements, obligations
(including contingent obligations) and other relationships of the Company with unconsolidated entities or other
persons that may have a material current or future effect on the financial condition, changes in financial condition,
results of operations, liquidity, capital resources or significant components of revenues or expenses;
19. To periodically review, in consultation with the independent auditor and management, (i) the independent
auditor's attestation and report on management's internal control report, from the time that such reports are
prepared, (ii) the adequacy of the Company's internal controls and any special audit steps adopted in light of
material control deficiencies, (iii) procedures and policies of the Company designed to ensure compliance with
applicable laws and regulations and (iv) the responsibilities, budget and staffing needs for the internal audit
function;
20. To review with management and the independent auditor the sufficiency and quality of the internal auditor
staff and other financial and accounting personnel of the Company and its subsidiaries, including advising
management and the Board regarding the selection and removal of the manager of the internal audit function;
21. To establish procedures for (i) the receipt, retention and treatment of complaints received by the Company
and its subsidiaries regarding accounting, internal accounting or auditing matters and (ii) confidential, anonymous
submission by employees of the Company of concerns regarding questionable accounting or auditing matters;
Others:
22. To review, periodically, with the Company's counsel, any legal matter that could have a significant impact on
the Company's financial statements;
23. To establish the policy for the Company's hiring of employees or former employees of the independent auditor
who were engaged on the Company's account;
24. To report regularly to the Board with respect to any issues that arise with respect to the quality or integrity of
the Company's financial statements, the Company's compliance with legal or regulatory requirements, the
performance and independence of the Company's independent auditors or the performance of the internal audit
function;
25. To maintain minutes or other records of meetings and activities of the Committee and to report to the Board
following meetings of or actions taken by the Committee;
26. To produce an annual audit committee report and any other Committee reports required to be included in the
Company's annual proxy statement, in accordance with applicable rules and regulations promulgated by the SEC,
the NYSE and other regulatory bodies;
27. To conduct or authorize investigations into any matters within the Committee's purpose and powers;
28. To review and reassess the powers of the Committee and the adequacy of this Charter periodically and
recommend any proposed changes to the Board for approval;
29. To conduct an annual performance review and evaluation of the Committee; and
30. To consider such other matters in relation to the financial affairs of the Company, its books and records, and its
internal and external audits as the Committee or the Board may, in its discretion, determine to be advisable.
VI. Committee Resources.
The Committee, in discharging its oversight role, is empowered to study or investigate any matter of interest or
concern that the Committee deems appropriate. The Committee shall have the authority to retain special legal,
accounting or other advisers to advise the Committee, including without limitation the sole authority to determine
the fees payable and other terms of retention of the independent auditor for the purpose of rendering or issuing
the annual audit reports and any independent legal, accounting or other advisers retained to advise the
Committee. The Company shall provide for appropriate funding for (i) compensation to the Company's independent
auditors for the purpose of preparing or issuing audit reports or performing other work, (ii) compensation to any
independent legal, accounting or other advisers employed by the Committee and (iii) ordinary administrative
expenses of the Committee that are necessary or appropriate in carrying out its duties.
VII. Understanding as to the Committee's Role.
Management of the Company is responsible for the day-to-day operation of the Company's business. In addition,
the independent auditors and management have the fundamental responsibility for the Company's financial
statements and disclosures. As a result, the Company's officers and employees and other persons who may be
engaged by the Committee may have more time, knowledge and detailed information about the Company than do
the Committee members. The Committee will review information, opinions, reports or statements presented to
the Committee by the Company's officers or employees or other persons as to matters the Committee members
reasonably believe are within such other person's professional or expert competence and who has been selected
with reasonable care by or on behalf of the Company. While the Committee has the responsibilities and powers set
forth in this charter, each member of the Committee, in the performance of his or her duties, will be entitled to
rely in good faith upon reports presented to the Committee by these experts. The Committee is not responsible
for certifying the Company's financial statements or the auditor's report. Accordingly, the Committee's role does
not provide any special assurances with regard to matters that are outside the Committee's area of expertise or
that are the traditional responsibility of management and the auditors.
Approved as of July 10, 2008
Charter-Audit Committee
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