Purpose: Our Audit Committee is comprised solely of independent Directors. The Audit Committee reviews our auditing, accounting, financial reporting and internal control functions and has sole responsibility for the selection of independent accountants and third-party internal auditors and for pre-approving audit and non-audit services rendered by the independent accountants. In addition, the committee reviews our accounting principles and financial reporting, as well as the independence of the Company’s independent accountants. In discharging its duties, the Audit Committee:

• is directly responsible for the appointment, compensation determination and oversight of the Company’s independent accountants and internal auditors;
• is directly responsible for pre-approving the audit and non-audit services rendered by the independent accountants;
• meets independently with our internal auditors, its independent accountants and senior management; and in executive session
• reviews the general scope of our accounting, financial reporting, annual audit and internal audit program, matters relating to internal control systems and the results of the annual audit; and
• reviews with our Chief Executive Officer and Chief Financial Officer the matters required to be personally certified by such officers in the Company’s public filings and the procedures followed to prepare for such certifications.

The Company’s Board of Directors, in its business judgment, determines annually that all members of the Audit Committee were "independent" as required by the New York Stock Exchange. The Committee operates pursuant to a charter approved by the Board of Directors. The Audit Committee has implemented procedures to ensure that during the course of each fiscal year it devotes the attention that it deems necessary or appropriate to each of the matters assigned to it under the Committee's charter.