Audit Committee Charter

Meetings; Executive Sessions

The Audit Committee will meet on a regular basis, but no less frequently than four times per year, and shall hold special meetings as required. Periodically the Audit Committee will meet with management, the internal auditors (or other personnel responsible for the internal audit) and the independent auditor in separate executive sessions in furtherance of its purposes.

Meetings of the Audit Committee may be called by or at the request of the Board, the Chair of the Audit Committee, any two members of the Audit Committee or the Chief Executive Officer. Notice of a meeting of the Audit Committee stating the place, day and hour of the meeting shall be given to each member of the Audit Committee at least one day prior thereto by email, personal delivery or by telephone, electronically transmitted facsimile or other form of wire or wireless communication. The method of notice need not be the same to each member of the Audit Committee.