Audit Committee Overview

1. Composition

The committee is comprised of five independent directors: Thomas C. Freyman, Roy V. Armes, Denise Gray, John Stroup and Jane L. Warner. All members meet the independence standards for audit committee membership under the NYSE listing standards and applicable SEC rules. Mr. Freyman serves as Chairman.

2. Financial Expertise

The Board of Directors has determined that the chairman of the committee, Messrs. Freyman, Armes and Stroup qualify as "audit committee financial experts," as defined in the SEC rules, and Mses. Gray and Warner satisfy the NYSE's financial literacy requirements.

3. Responsibilities

The committee has the responsibility, among other things, to: (1) select and approve the compensation of the Company's independent public accountants; (2) review and approve the scope of the independent public accountants' audit activity and all non-audit services; (3) review with management and such independent public accountants the adequacy of the Company's basic accounting system and the effectiveness of the Company's internal audit plan and activities; (4) review with management and the independent public accountants the Company's certified financial statements and exercise general oversight over the financial reporting process; (5) review with the Company litigation and other legal matters that may affect the Company's financial condition and monitor compliance with business ethics and other policies; (6) review the independence, qualifications and performance of the Company's independent auditors; (7) provide an avenue of communication among the independent auditors, management, the internal auditors and the Board of Directors; and (8) prepare the audit-related report required by the Securities and Exchange Commission to be included in the Company's annual proxy statement.

4. Meetings

By its Charter, the committee meets at least quarterly and additionally as often as the committee deems appropriate, usually the day before a full board meeting. In practice, the committee generally meets twice per quarter, before the Company's quarterly earnings release and before the Company files its Form 10-K or Form 10-Q, as applicable, with the SEC. Representatives of management, internal audit and the independent auditors are generally invited to attend committee meetings, and the committee periodically meets with these persons privately in executive session.

5. Approval of Audit and Audit-Related Services

The committee has adopted policies and procedures governing the pre-approval of all audit, audit-related, tax and other services provided by the Company's independent auditors.
Click here for more information on Audit/Non-Audit Services Policy.

6. Process for Handling Accounting Matters and Comlaints

The committee has established a policy for the receipt, retention and treatment of complaints received by the Company and its subsidiaries regarding accounting, internal accounting controls or auditing matters.
Click here for more information on Accounting Complaints Policy.

7. Code of Ethics

The committee monitors compliance with business ethics and other policies, and is responsible for granting waivers of the Code of Ethical Conduct for Financial Managers and Statement of Business Principles for directors and executive officers.
Click here for more information on Code of Conduct for Financial Managers.

8. Shareholder Ratification

Although the committee has sole discretion in appointing the independent auditors, it has determined that it would be desirable to request that the stockholders ratify the appointment at each annual meeting.