Audit and finance Committee

All the members of the Audit and Finance Committee (formerly known as the "Audit Committee") are independent (as independence is defined in Exchange Act Rule 10A-3, as well as the general independence requirements of NYSE Rule 303A).

Audit and Finance Committee Charter

The Audit and Finance Committee has a written charter adopted by the Board of Directors. The Audit and Finance Committee Charter is set forth below. The charter requires the committee to reassess and report to the Board on the adequacy of the charter on an annual basis, which the committee did in 2007, and recommended to the Board revisions which became effective January 1, 2008.

Audit and Finance Committee Charter (24 KB)

Audit Committee Policy for Pre-Approval of Audit, Audit-Related, Tax and Permissible Non-Audit Services

This policy is set forth below. Among other things, this policy sets forth the procedure for the committee to pre-approve all audit, audit-related, tax and permissible non-audit services, other than as provided under the de minimus exception. Notwithstanding the de minimus exception, it is the intent of the committee that standard practice will be to pre-approve all permissible non-audit services. The committee delegated pre-approval authority of up to $500,000 to the Audit Committee Chair for unbudgeted items.

Audit Committee Policy for Pre-Approval of Audit, Audit Related, Tax and Permissible Non-Audit Services (23 KB)

Audit Committee Financial Expert

Based on the attributes, education and experience requirements set forth in Section 407 of the Sarbanes-Oxley Act of 2002 and associated regulations, the Board of Directors determined that David A. Daberko and Charles R. Lee each qualify as an "Audit Committee Financial Expert."

Guidelines for Hiring of Employees or Former Employees of the Independent Auditor

These guidelines provide that the Company shall not hire any employee or former employee of its independent auditor for a position in a financial reporting oversight role if such employee or former employee was the lead or concurring partner, or any other member of the audit engagement team who provides more than ten hours of audit, review or attest services during the one-year period preceding the date of the initiation of the audit. A complete set of these guidelines is set forth below.

Guidelines for Hiring of Employees or Former Employees of Independent Auditor (10 KB)

Policy for Whistleblowing Procedures

This policy establishes procedures for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls, or auditing matters, and the confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters. The policy is set forth below.

Policy for Whistleblowing Procedures (10 KB)