Committee Membership and Qualifications

The Committee shall have at least three members. Such members must have no conflict of interest with any other duties they have for the company.

A majority of the members of the committee including the Chairman shall be Independent Directors and the CEO must not be a member of this committee.

The board must satisfy itself that at least a majority of the committee has recent and relevant financial ability and experience, which includes:

(a) An ability to read and understand corporate financial statements including a company's balance sheet, income statement and cash flow statement and changes in shareholders' equity;
(b) An understanding of the accounting principles which are applicable to the company's financial statements;
(c) Experience in evaluating financial statements that have a level of accounting complexity comparable to that which can be expected in the company's business;
(d) An understanding of internal controls and procedures for financial reporting; and
(e) An understanding of the audit committee's controls and procedures for financial reporting.
Amended: January 2012
July 2011