Corporate Governance
Audit Committee
  1. Purpose
    The purposes of the Audit Committee (the "Committee") are to (a) appoint, oversee and replace, if necessary, the independent auditor, (b) assist the Board of Director's oversight of (i) the preparation of the Company's financial statements, (ii) the Company's compliance with legal and regulatory requirements, (iii) the independent auditor's qualifications and independence and (iv) the performance of the Company's internal audit function and the independent auditor; and (c) prepare the report the SEC rules require be included in the Company's annual proxy statement.
  2. Composition of the Committee
    The Committee shall consist of at least three board members appointed by the Board of Directors. Committee members may be removed by the Board of Directors in its discretion. Each member of the Committee shall satisfy the independence requirements of the Sarbanes-Oxley Act of 2002 and The NASDAQ Stock Market ("NASDAQ") as such requirements are interpreted by the Board of Directors in its business judgment, and the Board of Directors shall annually review the Committee's compliance with such requirements. Members of the Committee shall be versed in reading and understanding financial statements and at least one member of the Committee shall be an "audit committee financial expert" for purposes of NASDAQ listing rules. No member of the Committee shall have participated in the preparation of the financial statements of the Company or any of its subsidiaries at any time during the past three years.
  3. Meetings of the Committee
    The Committee shall hold regularly scheduled meetings and such special meetings as circumstances dictate. It shall meet separately, at least quarterly, with management, with the internal auditors (or other personnel responsible for the internal audit function), and with the independent auditor to discuss results of examinations, or discuss any matters that the Committee or any of these persons or firms believe should be discussed privately. The Committee shall report regularly to the Board of Directors.
  4. Responsibilities of the Committee
    The function of the Committee is oversight. While the Committee has the responsibilities set forth in this charter, it is not the responsibility of the Committee to plan or conduct audits, to determine that the Company's financial statements are complete and accurate and are in accordance with generally accepted accounting principles, or to assure compliance with laws, regulations or any internal rules or policies of the Company. That is the responsibility of management. The independent auditor is responsible for performing independent audits of the Company's consolidated financial statements in accordance with generally accepted auditing standards and for issuing reports thereon. The Committee has direct and sole responsibility for the appointment, compensation, oversight and replacement, if necessary, of the independent auditor, including the resolution of disagreements between management and the auditor regarding financial reporting. Each member of the Committee shall be entitled to rely on (i) the integrity of those persons and organizations within and outside the Company from whom it receives information and (ii) the accuracy of the financial and other information provided to the Committee by such persons or organizations absent actual knowledge to the contrary (which shall be promptly reported to the Board of Directors).
  5. Duties and Proceedings of the Committee
    The Committee shall assist the Board of Directors in fulfilling its oversight responsibilities by accomplishing the following:

    5.1 Oversight of the Independent Auditor

    1. Annually evaluate, determine the selection of, and if necessary, determine the replacement of or rotation of, the independent auditor.

    2. Approve or pre-approve all auditing services (including comfort letters and statutory audits) and all permitted non-audit services by the auditor.

    3. Review, evaluate and discuss formal reports, at least annually, from the independent auditor regarding the auditor's independence, including a delineation of all relationships between the auditor and the Company; and recommend to the Board of Directors actions to satisfy the Board of the independence of the auditor.

    4. Establish hiring policies for employees or former employees of the independent auditors.

    5. At least annually, receive a report, orally or in writing, from the independent auditor detailing the firm's internal quality control procedures and any material issues raised by the independent auditor's internal quality control review, peer review or any governmental or other professional inquiry performed within the past five years and any remedial actions implemented by the firm.

    5.2 Oversight of Audit Process and Company's Legal Compliance Program.

    1. Review with internal auditors and the independent auditor the overall scope and plans for audits, including authority and organizational reporting lines and adequacy of staffing and compensation. Review with internal auditors and the independent auditor any difficulties with audits and managements' response.

    2. Review and discuss with management, internal auditors and the independent auditor the Company's system of internal control, its financial and critical accounting practices, and policies relating to risk assessment and management.

    3. Receive and review reports of the independent auditor discussing (1) all critical accounting policies and practices used in the preparation of the Company's financial statements, (2) all alternative treatments of financial information within generally accepted accounting principles ("GAAP") that have been discussed with management, ramifications of the use of such alternative disclosures and treatments, and the treatment preferred by the independent auditor, and (3) other material written communications between the independent auditor and management, such as any management letter or schedule of unadjusted differences.

    4. Discuss with management and the independent auditor any changes in Company's critical accounting principles and the effects of alternative GAAP methods, off-balance sheet structures and regulatory and accounting initiatives.

    5. Review and discuss with management and the independent auditor the annual and quarterly financial statements and MD&A of the Company prior to the filing of the Company's Annual Report on Form 10-K and Quarterly Reports on Form 10-Q. Discuss results of the annual audit and quarterly review and any other matters required to be communicated to the committee by the independent auditor under generally accepted auditing standards. Discuss with management and the independent auditor their judgment about the quality of accounting principles, the reasonableness of significant judgments, including a description of any transactions as to which the management obtained Statement on Auditing Standards No. 50 letters, and the clarity of disclosures in the financial statements, including the Company's disclosures of critical accounting policies and other disclosures under "Management's Discussion and Analysis of Financial Conditions and Results of Operations."

    6. Review, or establish standards for the type of information and the type of presentation of such information to be included in, earnings press releases and earnings guidance provided to analysts and rating agencies.

    7. Review material pending legal proceedings involving the Company and other contingent liabilities.

    8. Receive from the CEO and CFO a report of all significant deficiencies and material weaknesses in the design or operation of internal controls, and any fraud that involves management or other employees who have a significant role in the Company's internal controls.

    9. Discuss with the independent auditor the matters required to be communicated to audit committees in accordance with Auditing Standard No. 16 and/or other applicable generally accepted auditing standards.

    10. Establish 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 submissions by employees of concerns regarding questionable accounting or accounting matters.

    5.3 Other Responsibilities.

    1. Review the adequacy of this audit committee charter annually and submit the charter to the Board of Directors for approval.

    2. Prepare the report for inclusion in the Company's annual proxy statement as required by the rules of the Securities and Exchange Commission.

    3. Review and approve all "related party transactions" in accordance with Company policy.

    4. Establish an appropriate control process for reviewing and approving Company's internal transactions and accounting.

    5. Report to the Board on a regular basis.

    6. Annually perform, or participate in, an evaluation of the performance of the Committee, the results of which shall be presented to the Board.

    7. Perform any other activities consistent with the Articles of Association and applicable law as the Board of Directors or the Audit Committee deem appropriate, including holding meetings with the Company's investment bankers and financial analysts.
  6. Actions of the Committee
    In order to fulfill its role, the Committee shall be entitled to act in the following manner, in each case in accordance with the Company's Amended Articles of Association:

    1. Action may be taken by the Committee upon the affirmative vote of a majority of the members;

    2. Any two members or the Chairman of the Committee may call a meeting of the Committee upon due notice to each other member at least 48 hours prior to the meeting;

    3. Action may be taken by the Committee without a meeting if all of the members of the Committee indicate their approval thereof in writing; and

    4. The Committee shall have the authority to delegate to subcommittees of the Committee any of the responsibilities of the full Committee and to officers of the Company such responsibilities of the full Committee as may be permitted by applicable laws, rules or regulations and in accordance with NASDAQ listing rules.
  7. Authority and Resources of the Committee
    The Committee has the authority to retain legal, accounting or other experts that it determines to be necessary to carry out its duties. It also has authority to determine compensation for such advisors as well as for the independent auditor. The Committee may determine appropriate funding needs for its own ordinary administrative expenses that are necessary and appropriate to carrying out its duties.
Frederick Hallsworth Chair
Catherine Larue Member
Zubeen Shroff Member