The Audit Committee is responsible for the selection, compensation,
retention and oversight of the independent auditor, which reports
directly to the Audit Committee. The Audit Committee assists
the Board of Directors in reviewing and oversight of the quality
and integrity of the company’s accounting, auditing and
financial reporting practices. The Committee regularly reviews
the company’s financial statements and reports, earnings
press releases, financial reporting process, system of internal
controls, and compliance with applicable law.
The Audit Committee prepares an annual report for
inclusion in the company’s proxy statement regarding certain
matters required by the rules of the Securities and Exchange
The role and responsibilities of the Audit Committee
are governed by a written charter.
Terry M. Palmer — Chairman
W. Durand Eppler