Mission Statement

The Audit Committee will review the financial reporting process, the system of internal control, the audit process, and the Company’s process for monitoring compliance with laws and regulations and with the code of conduct. In performing its duties, the Audit Committee will maintain effective working relationships with the Board of Directors (and assist it with its oversight responsibilities), management, and the external auditors. To effectively perform his or her role, each Audit Committee member will obtain an understanding of the detailed responsibilities of Committee membership as well as the Company’s business, operations, and risks.

Composition

The Audit Committee shall be composed of a minimum of three directors, each of whom shall be, in the opinion of the Board, independent as defined by the Securities and Exchange Commission (“SEC? and Nasdaq regulations. Each member shall be free from any relationship that would, in the Board’s opinion, interfere with the exercise of his or her judgment independent of the Company’s management. No member shall have participated in the preparation of the financial statements of the Company or any of its subsidiaries at any time during the past three years.

The members of the Audit Committee shall have a working familiarity with basic finance and accounting practices and shall be able to read and understand fundamental financial statements, including a company’s balance sheet, income statement and cash flow statement. At least one member of the Committee shall have past accounting/ financial management related expertise as required by SEC and Nasdaq regulations.

No one may serve as a member of the Audit Committee if he/ she or anyone in his/ her immediate family is an officer or employee of the Company (or any of its affiliates) or has been an officer of employee of the Company (or any of its affiliates) in the last three years; or if he/ she is an executive officer of an organization for whose audit committee any executive officer of the Company serves as a member.

If a member (or any organization in which such member is a partner, controlling shareholder or executive officer) has (or in the last three years, has had) a business relationship with the Company (including a commercial, industrial banking, consulting, legal, accounting or other relationship), the Board of Directors shall specifically determine that, in the Board of Directors?best judgment, such business relationship does not interfere with the member’s exercise of independent judgment. In making this determination, the Board of Directors shall consider, among other things, the materiality of the relationship with the Company and to the member and, if applicable, to the organization with which the member is affiliated.

Organization

Subject to the approval of the Board of Directors of the Company, in seeking to fulfill the above objectives the Audit Committee shall have the following powers and duties. The Audit Committee shall:

	•	Be governed in accordance with the Bye-Laws of the Company.
	•	Appoint a Chairman of the Committee (the "Chairman").
	•	Authorize investigations, and hire independent counsel and accountants to assist in investigations, as it determines necessary to carry out its duties.
	•	Provide for funding for advisors and ordinary administrative expenses of the Audit Committee that the Committee deems necessary or appropriate.
	•	Have the power and authority to take all other actions it deems appropriate consistent with this Charter, the Company’s Bye-laws and governing law, as the Committee or the Board deems necessary or appropriate.
	•	Meet with the independent accountants at least twice during each year at the call of the Chairman and at such other times that the Chairman may deem necessary or appropriate for any reason including a request of the independent accountants.
	•	Review this Charter annually.

Roles and Responsibilities

Internal Control

	•	Evaluate whether management is setting the appropriate tone at the top by communicating the importance of internal control and ensuring that all individuals possess an understanding of their roles and responsibilities;
	•	Focus on the extent to which external auditors review computer systems and applications, the security of such systems and applications, and the contingency plan for processing financial information in the event of a systems breakdown;
	•	Gain an understanding of whether internal control recommendations made by external auditors have been implemented by management; and
	•	Ensure that the external auditors keep the Audit Committee informed about fraud, illegal acts, deficiencies in internal controls, and certain other matters.