Consider whether the audit committee should assume responsibilities in connection with monitoring compliance with the company’s code of ethical conduct (if it has one) and legal compliance, including the following:

- reviewing the company’s code of ethical conduct;

- reviewing reports that summarize the company’s monitoring of compliance

with its code of ethical conduct and legal compliance;

- reviewing the fairness of any proposed material transaction between

management of the company and the company (excluding transactions that

are subject to review by the Compensation Committee of the Board); and

- making recommendations regarding such transactions to the Board;

Review  Duties  and  Performance  of  Audit  Committee

• review and reassess at least annually the adequacy of the audit committee’s charter;
• review at least quarterly the committee’s intention, and ability, to fulfill all of the duties set forth in the audit committee charter;
• review at least annually the audit committee’s performance, including an assessment from the Board of Directors as a whole;