·	Oversee (i) the integrity of the Company’s financial statements; (ii) the Company’s compliance with legal and regulatory requirements; and (iii) the independent auditors’ qualifications and independence.
	·	Serve as an independent and objective party to monitor the Company’s financial reporting processes and internal control systems.
	·	Review and appraise the audit activities of the Company’s independent auditors and the internal auditing functions.
	·	Provide open lines of communication among the independent auditors, financial and senior management, and the Board of Directors for financial reporting and control matters.

	1.	an understanding of financial statements and generally accepted accounting principles;
	2.	an ability to assess the general application of such principles in connection with the accounting for estimates, accruals and reserves;
	3.	experience preparing, auditing, analyzing or evaluating financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of issues that can reasonably be expected to be raised by the Company’s financial statements, or experience actively supervising one or more persons engaged in such activities;
	4.	an understanding of internal controls and procedures for financial reporting; and
	5.	an understanding of audit committee functions.

	·	Annual review and revision of this Charter as necessary with the approval of the Board.
	·	Review and obtain from the independent auditors a formal written statement delineating all relationships between the auditor and the Company, consistent with Independence Standards Board Standard 1.
	·	Recommending to the Board the independent auditors to be retained (or nominated for shareholder approval) to audit the financial statements of the Company.  Such auditors are ultimately accountable to the Board and the Committee, as representatives of the shareholders.
	·	Evaluating, together with the Board and management, the performance of the independent auditors and, where appropriate, replacing such auditors.
	·	Obtaining annually from the independent auditors a formal written statement describing all relationships between the auditors and the Company. The Committee shall actively engage in a dialogue with the independent auditors with respect to any relationship that may impact the objectively and the independence of the auditors and shall take, or recommend that the Board take, appropriate actions to oversee and satisfy itself as to the auditors’ independence.
	·	Ensuring that the independent auditors are prohibited from providing the following non-audit services and determining which other non-audit services the independent auditors are prohibited from providing:

	o	Bookkeeping or other services related to the accounting records or financial statements of the Company;
	o	Financial information systems design and implementation;
	o	Appraisal or valuation services, fairness opinions, or contribution-in-kind reports;
	o	Actuarial services;
	o	Internal audit outsourcing services;
	o	Management functions or human resources;
	o	Broker or dealer, investment advisor or investment banking services;
	o	Legal services and expert services unrelated to the audit; and
	o	Any other services which the Public Company Accounting Oversight Board determines to be impermissible.

	·	Approving any permissible non-audit engagements of the independent auditors.
	·	Meeting with the auditors and management of the Company to review the scope of the proposed audit for the current year, and the audit procedures to be used, and to approve audit fees.
	·	Reviewing the audited financial statements and discussing them with management and the independent auditors.  Consideration of the quality of the Company’s accounting principles as applied in its financial reporting.  Based on such review, the Committee shall make its recommendation to the Board as to the inclusion of the Company’s audited financial statement in the Company’s Annual Report to Shareholders.
	·	Discussing with management and the independent auditors the quality and adequacy of and compliance with the Company’s internal controls.
	·	Establishing procedures: (i) for receiving, handling and retaining of complaints received by the Company regarding accounting, internal controls, or auditing matters, and (ii) for employees to submit confidential anonymous concerns regarding questionable accounting or auditing matters.
	·	Review and discuss all related party transactions involving the Company.
	·	Engaging independent counsel and other advisors if the Committee determines that such advisors are necessary to assist the Committee in carrying out its duties.
	·	Publicly disclose the receipt of warning about any violations of corporate governance rules.