Conduct and Timing of Meetings

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Conduct and Timing of Meetings

hold audit committee meetings without restrictions or time constraints at least quarterly;
maintain minutes of each meeting;
schedule audit committee meetings well in advance to coincide with completion of each quarter’s financial statements and prior to finalizing the company’s quarterly earnings release;
distribute written materials for review by the audit committee sufficiently in advance of the meeting;
meet separately with each of the key players involved in the financial reporting process- members of management, the internal audit department (if any) and the independent auditors- at least once per quarter to review internal controls, the fullness and accuracy of the company’s financial statements, the financial reporting process and other appropriate matters;
communicate openly and effectively (in and out of scheduled meetings) with management, the internal audit department(if any) and the independent auditors;
periodically report to the Board of Directors on significant matters related to the audit committee’s responsibilities;

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