ETHICS COMMITTEE CHARTER
The Ethics Committee is appointed by the Board to (1) assist in monitoring the adequacy
of the Code of Business Conduct and Ethics; (2) provide guidance on all related
party transactions including both review and approval on behalf of the Board; and
(3) to identify potential conflicts of interest, including the establishment of
safeguards when necessary.
The Ethics Committee is also responsible for reporting to the Board, at least annually,
on the effectiveness of the Code and its adherence to the Code.
The Ethics Committee shall consist of no fewer than three members. The members of
the Ethics Committee shall meet the independence requirements of the New York Stock
Exchange. The members of the Ethics Committee shall be appointed by the Board and
may be replaced by the Board.
Committee Authority and Responsibilities
The Ethics Committee shall have the sole authority to retain and terminate any consultant
to be used to assist in the evaluation of a director, Chief Executive Officer or
senior executives in reference to matters which properly come before the committee.
The committee shall have sole authority to approve the consultant's fees and retention
terms. Consultants for this purpose include internal or external legal, accounting
or other advisors.
The Ethics Committee shall annually review and make recommendations to the Board
with respect to the adequacy of the Code of Business Conduct and Ethics and other
matters necessary to ensure adherence to same.
The Ethics Committee shall review and reassess the adequacy of this Charter annually
and recommend any proposed changes to the Board for approval.