Microwave Filter Company, Inc.
6743 Kinne Street
East Syracuse, New York 13057
Notice of Annual Meeting Of Shareholders
To the Shareholders of Microwave Filter Company, Inc.:
At the direction of the Board of Directors of Microwave Filter Company,
Inc., a New York corporation (the "Company"), notice is hereby given that the
Annual meeting of Shareholders of the Company (the "Meeting") will be held at
10:00 a.m. on Wednesday, April 5, 2006 at the Holiday Inn, Carrier Circle,
East Syracuse, New York 13057 for the purpose of voting on the following
matters:
Proposal 1. The election of 3 directors to hold office until the Annual
Meeting of the Shareholders at which their term expires or until their
successors have been duly elected.
The Board of Directors has fixed the close of business on February 17,
2006 as the record date for the determination of shareholders entitled to
notice of and to vote at the Meeting, or any adjournments thereof.
By order of the Board of Directors
Robert R. Andrews
Chairman of the Board
Dated: March 1, 2006
Syracuse, New York
YOUR VOTE IS IMPORTANT. YOU ARE THEREFORE REQUESTED TO SIGN AND RETURN THE
ENCLOSED PROXY AS PROMPTLY AS POSSIBLE, EVEN IF YOU EXPECT TO BE PRESENT AT
THE MEETING. YOU MAY WITHDRAW YOUR PROXY AT ANY TIME PRIOR TO THE MEETING, OR
IF YOU DO ATTEND THE MEETING, YOU MAY WITHDRAW YOUR PROXY AT THAT TIME AND
VOTE IN PERSON IF YOU WISH.
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MICROWAVE FILTER COMPANY, INC.
Proxy Statement for Annual Meeting of Shareholders
General
The enclosed Proxy is solicited on behalf of the Board of Directors of
Microwave Filter Company, Inc. (the "Company") for use at the Company's Annual
Meeting of Shareholders (the "Annual Meeting") to be held on Wednesday, April
5, 2006 at 10:00 a.m. local time or at any adjournment or postponement
thereof, for the purposes set forth herein and in the accompanying Notice of
Annual Meeting of Shareholders. The Annual Meeting will be held at the
Holiday Inn, Carrier Circle, East Syracuse, New York 13057.
The Company's principal executive offices are located at 6743 Kinne
Street, East Syracuse, New York 13057. The telephone number at that address
is (315) 438-4700.
These proxy solicitation materials and the Annual Report to Shareholders
were first mailed on or about March 1, 2006 to all shareholders entitled to
vote at the Annual Meeting.
Record Date and Shares Outstanding
Shareholders of record at the close of business on February 17, 2006 are
entitled to notice of, and to vote at, the Annual Meeting. At the record date
2,909,062 shares of the Company's common stock were issued, outstanding and
entitled to vote at the Annual Meeting.
Revocability of Proxies
Any proxy given pursuant to this solicitation may be revoked by the
person giving it at any time before its use by delivering to the Secretary of
the Company a written notice of revocation or a duly executed proxy bearing a
later date or by attending the Annual Meeting and voting in person.
Voting and Solicitation
Every shareholder voting for the election for Directors is entitled to
one vote for each share held of record on the record date. Directors are
elected by a plurality of the votes cast at the meeting. Abstentions and
broker non-votes (as defined below) are counted as present for the purpose
of determining the presence or absence of a quorum for the transaction of
business. For the purpose of determining the vote required for approval of
matters to be voted on at the Meeting, shares held by Shareholders who
abstain from voting will be treated as being "present" and "entitled to
vote" on the matter and, thus, an abstention has the same legal effect as a
vote against the matter. However, in the case of a broker non-vote or
where a Shareholder withholds authority from his proxy to vote the
proxy as to a particular matter, such shares will not be treated as "present"
and "entitled to vote" on the matter. Accordingly, a broker non-vote or the
withholding of a proxy's authority will have no effect on the outcome of the
vote on the matter. A "broker non-vote" refers to shares represented at the
Meeting in person or by proxy by a broker or nominee where such broker or
nominee (i) has not received voting instructions on a particular matter from
the beneficial owner or persons entitled to vote; and (ii) the broker or
nominee does not have discretionary voting power on such matter.
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The cost of this solicitation will be borne by the Company. The Company
has retained Regan & Associates to assist in the solicitation of proxies at a
fee of $3,750 (which includes expenses.) In addition, the Company may
reimburse brokerage firms and other persons representing beneficial owners of
shares for their expenses in forwarding solicitation material to such
beneficial owners. Proxies also may be solicited by certain of the Company's
directors, officers and regular employees, without additional compensation,
personally or by telephone or by telegram.
Deadline for Receipt of Shareholder Proposals
Proposals of shareholders which are intended to be presented by such
shareholders at the Company's 2007 Annual Meeting must be received by the
Secretary of the Company at the Company's principal executive offices no later
than November 7, 2006 in order to be included in the proxy soliciting material
relating to that meeting. Such proposals should be sent by certified mail,
return receipt requested.
Shareholder Communications with Directors
Shareholders who want to communicate with the Board or an individual
director can write to: Milo J. Peterson, Corporate Secretary, Microwave Filter
Company, Inc., 6743 Kinne Street, East Syracuse, New York 13057. Your letter
should indicate that you are a shareholder of Microwave Filter Company, Inc.
Depending on the subject matter, management will:
Forward the communication to the director or directors to whom it is
addressed; or
Attempt to handle the inquiry directly, for example, requests for
information or stock-related matters.
<page>
Board Meetings and Committees
The Board of Directors held a total of five meetings during the fiscal
year ending September 30, 2005. No Director attended fewer than 75% of all
such meetings of the Board of Directors and of the Committees, if any, on
which such Directors served.
The Company's Audit Committee currently consists of Sidney Chong, Chair,
Daniel Galbally, Frank S. Markovich and Robert R. Andrews. All members of the
Audit Committee are independent of management (as independence is defined in
the Nasdaq listing standards). The purpose of the Audit Committee is to assist
the Board of Directors' oversight of the Company's accounting and financial
reporting processes and the audits of the Company's financial statements. The
Audit Committee operates pursuant to a Charter approved by the Company's Board
of Directors which is set forth as Appendix A. The Audit Committee held seven
meetings during fiscal year 2005.
The Company's Compensation Committee currently consists of Trudi B.
Artini, Chair, Sidney Chong, David B. Robinson, M.D., and Daniel Galbally.
The Compensation Committee reviews compensation and benefits for the Company's
executives. The Compensation Committee held one meeting during fiscal year
2005.
The Company's Nominating Committee currently consists of David B.
Robinson, M.D., Chair, Trudi B. Artini, Frank S. Markovich and Daniel
Galbally. All members of the Nominating Committee are independent of
management ( as independence is defined in the Nasdaq listing standards). The
Nominating Committee operates pursuant to a Charter approved by the Company's
Board of Directors. The Nominating Committee held one meeting during fiscal
year 2005.
When considering a potential candidate for membership on our Board, the
Nominating Committee considers relevant business and industry experience and
demonstrated character and judgement. There are no differences in the manner
in which the Nominating Committee evaluates a candidate that is recommended
for nomination for membership on our Board by a shareholder. The Nominating
Committee has not received any recommended nominations from any of our
shareholders in connection with the Annual Meeting.
The Nominating Committee will consider shareholder nominations for
directors in writing to our corporate secretary prior to the meeting. To be
timely, the notice must be delivered within the time period permitted for
submission of a stockholder proposal as described under "Shareholder
Proposals." Such notice must be accompanied by the nominee's written consent,
contain information relating to the business experience and background of the
nominee and contain information with respect to the nominating shareholder and
persons acting in concert with the nominating shareholder.
The Nominating Committee is responsible for recommending to our full
Board of Directors nominees for election of directors. To fulfill this role,
the committee interviews, evaluates and recommends individuals for membership
on our Board and committees thereof.
Each of the Company's directors is encouraged to attend the annual
meeting of shareholders in person. Last year seven of nine directors attended
the annual shareholders meeting.
The Company also has a standing Executive Committee.
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Compensation of Directors
Non-officer Directors currently receive fees of $300.00 per board meeting
and $300.00 per committee meeting. MFC also reimburses Directors for
reasonable expenses incurred in attending meetings. The Chairman of the Board
currently receives fees of $500.00 per board meeting and $500.00 per committee
meeting. Officer members receive no compensation for their attendance at
meetings.
Security Ownership of Certain Beneficial Owners and Management
The following table sets forth certain information regarding beneficial
ownership of the Company's common stock as of February 17, 2006 (i) by each
person who is known by the Company to own beneficially more than 5% of the
Company's common stock, (ii) each Director of the Company and (iii) all
Directors and Executive Officers as a group.
Directors, Officers Shares Beneficially Owned
5% Shareholders Number Percent
Milo Peterson * 42,250 1.5%
Trudi B. Artini * 32,435 1.1%
Carl F. Fahrenkrug * 72,298 2.5%
David B. Robinson, M.D.* 58,571 2.0%
Frank S. Markovich * 4,340 **
Daniel Galbally * 0 **
Sidney Chong * 335 **
Robert R. Andrews * 1,214 **
Richard L. Jones * 0 **
All Directors and Executive
Officers as a group (ten persons) 211,443 7.3%
*Directors of the Company.
**Denotes less than one percent of class.
Frederick A. Dix 244,007 8.4%
and Margorie Dix
209 Watson Road
N. Syracuse, NY 13212
<page>
EXECUTIVE COMPENSATION AND OTHER MATTERS
Executive Compensation
The following table sets forth the annual and long-term compensation of
the Company's Chief Executive Officer for services to the Company during the
three fiscal years ended September 30, 2005.
Annual Compensation
Salary
Name and Principal Position Year $
Carl F. Fahrenkrug 2005 122,687
President and CEO 2004 117,869
2003 119,019
Option Grants and Exercises
There were no options granted or exercised by the executive officer
listed in the executive compensation table above during the last fiscal year.
Compensation Committee Interlocks and Insider Participation
No member of the Compensation Committee was or is an officer or employee
of the Company or any of its subsidiaries.
Compliance with Section 16(a) of the Securities Exchange Act
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's executive officers and directors and persons who own more than 10%
of a registered class of the Company's equity securities, to file reports of
ownership and changes of ownership with the Securities and Exchange Commission
and the National Association of Securities Dealers, Inc. Such officers,
directors and 10% shareholders are also required by SEC Rules to furnish the
Company with copies of all Section 16(a) forms that they file. Based solely on
its review of such reports received by it, except for the inadvertent late
filing of a Form 4 in connection with a sale of stock by Milo Peterson, the
Company believes that its officers, directors and 10% shareholders complied
with all Section 16(a) filing requirements for the fiscal year ended September
30, 2005.
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PROPOSAL ONE
ELECTION OF DIRECTORS
Nominees
Three Directors are to be elected at the Annual Meeting. Unless otherwise
instructed, the proxy holders will vote the proxies received by them for the
three nominees named below, all of whom are presently Directors of the
Company. In the event that any nominee is unable or declines to serve as a
Director at the time of the Annual Meeting, the proxies will be voted for any
nominee who shall be designated by the present Board of Directors to fill the
vacancy. A term of office of three years for each person elected as a Director
will continue to the Annual Meeting of Shareholders at which their term
expires or until his or her successor has been elected and qualified. It is
not expected that any nominee will be unable or will decline to serve as a
Director.
The name of and certain information regarding each nominee are set forth
below.
Director Principal Occupation
TRUDI B. ARTINI Mrs. Artini is an independent investor in MFC and
Age 83 various other business enterprises in Syracuse, New
Director since 1974 York.
MILO PETERSON Mr. Peterson has served as Executive Vice President
Age 65 and Corporate Secretary of NSI since January 1,
Director since 1990 1992. Mr. Peterson graduated from programs at Yale
University and Syracuse University. He served as Vice
President of Manufacturing at Microwave Systems, Inc.,
Syracuse, N.Y. from 1970 - 1976. He was elected Vice
President and Corporate Secretary of MFC on March 27,
1993.
DAVID B. ROBINSON MD Dr. Robinson is Emeritus Professor of Psychiatry at
Age 81 Upstate Medical University, State University of New
Director since 1977 York at Syracuse. He was a faculty member from 1958
until his retirement in 1985 and served as Acting
Chairman of the Dept. of Psychiatry for six of those
years. He was elected to serve as a Skaneateles Town
Councilman from 1990 to 1998. In 1980, he was a
founding member of the Skaneateles Festival of Chamber
Music.
<page>
REPORT OF AUDIT COMMITTEE OF THE BOARD OF DIRECTORS
The Audit Committee operates pursuant to a Charter approved by the
Company's Board of Directors. The Audit Committee reports to the Board of
Directors and is responsible for overseeing financial accounting and
reporting, the system of internal controls established by management and the
audit process of the Company. The Audit Committee Charter sets out the
responsibilities, authority and specific duties of the Audit Committee. The
Charter specifies, among other things, the structure and membership
requirements of the Committee, as well as the relationship of the Audit
Committee to the independent accountants and management of the Company.
The Audit Committee consists of four members, all of whom have been
determined by the Board of Directors to be "independent" under the NASDAQ
listing standards as previously in effect and as amended. The Committee
members do not have any relationship to the Company that may interfere with
the exercise of their independence from management and the Company. The Board
of Directors of Microwave Filter Company, Inc. has determined that Mr. Chong
and Mr. Galbally, both members of the Audit Committee, are "audit committee
financial experts" as defined by the SEC's regulations. None of the Committee
members are current officers or employees of the Company or its affiliates.
Audit Committee Report
The Audit Committee of the Company's Board of Directors has issued the
following report with respect to the audited financial statements of the
Company for the fiscal year ended September 30, 2005:
. The Audit Committee has reviewed and discussed with the Company's
management the Company's fiscal 2005 audited financial statements;
. The Audit Committee has discussed with the Company's independent
auditors (Rotenberg & Co. LLP) the matters required to be discussed by
Statement on Auditing Standards No. 61, as amended by SAS No. 90;
. The Audit Committee has received the written disclosures and letter
from the independent auditors required by Independence Standards Board No. 1
(which relates to the auditor's independence from the Company and its related
entities) and has discussed with the auditors their independence from the
Company; and
. Based on the review and discussions referred to in the three items
above, the Audit Committee recommended to the Board of Directors that the
audited financial statements be included in the Company's Annual Report on
Form 10-K for the fiscal year ended September 30, 2005.
Submitted by the Audit Committee of the Company's Board of Directors:
Sidney K. Chong, Robert R. Andrews, Daniel P. Galbally, Frank S. Markovich
<page>
FEES PAID TO INDEPENDENT AUDITORS
Set forth below are the aggregate fees billed for professional services
rendered to the Company by its independent auditors for fiscal 2005.
Audit Fees: $39,050
Financial Information Systems Design
and Implementation Fees 0
All Other Fees:
Tax Services 8,695
---------
Total fees $47,745
=========
Other Matters
The Company knows of no other matters to be submitted at the meeting. If
any other matters properly come before the meeting, it is the intention of the
persons named in the enclosed proxy to vote the shares they represent as the
Board of Directors may recommend.
THE BOARD OF DIRECTORS
Dated: March 1, 2006
<page>
APPENDIX A
MICROWAVE FILTER COMPANY, INC.
AUDIT COMMITTEE CHARTER
A. Purpose
The purpose of the Audit Committee is to assist the Board of Directors'
oversight of the Company's accounting and financial reporting processes and
the audits of the Company's financial statements.
B. Structure and Membership
1. Number. The Audit Committee shall consist of at least three members
of the Board of Directors.
2. Independence. Except as otherwise permitted by the applicable NASDAQ
rules, each member of the Audit Committee shall be "independent" as defined by
NASDAQ rules, meet the criteria for independence set forth in Rule 10A-3(b)(1)
under the Exchange Act (subject to the exemptions provided in Rule 10A-3(c)),
and not have participated in the preparation of the financial statements of
the Company at any time during the past three years.
3. Financial Literacy. Each member of the Audit Committee shall be able
to read and understand fundamental financial statements, including the
Company's balance sheet, income statement, and cash flow statement, at the
time of his or her appointment to the Audit Committee. In addition, at least
one member must have past employment experience in finance or accounting or
any other comparable experience or background which results in the
individual's financial sophistication, including being or having been a chief
executive officer, chief financial officer or other senior officer with
financial oversight responsibilities. Unless otherwise determined by the Board
of Directors (in which case disclosure of such determination shall be made in
the Company's annual report filed with the SEC), at least one member of the
Audit Committee shall be an "audit committee financial expert" (as defined by
applicable SEC rules).
4. Chair. Unless the Board of Directors elects a Chair of the Audit
Committee, the Audit Committee shall elect a Chair by majority vote.
5. Compensation. The compensation of Audit Committee members shall be
as determined by the Board of Directors. No member of the Audit Committee may
receive any consulting, advisory or other compensatory fee from the Company
other than fees paid in his or her capacity as a member of the Board of
Directors or a committee of the Board.
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6. Selection and Removal. Members of the Audit Committee shall be
appointed by the Board of Directors. The Board of Directors may remove members
of the Audit Committee from such committee, with or without cause.
C. Authority and Responsibilities
General
The Audit Committee shall discharge its responsibilities, and shall assess the
information provided by the Company's management and the independent auditor,
in accordance with its business judgment. Management is responsible for the
preparation, presentation, and integrity of the Company's financial statements
and for the appropriateness of the accounting principles and reporting
policies that are used by the Company. The independent auditors are
responsible for auditing the Company's financial statements and for reviewing
the Company's unaudited interim financial statements. The authority and
responsibilities set forth in this Charter do not reflect or create any duty
or obligation of the Audit Committee to plan or conduct any audit, to
determine or certify that the Company's financial statements are complete,
accurate, fairly presented, or in accordance with generally accepted
accounting principles or applicable law, or to guarantee the independent
auditor's report.
Oversight of Independent Auditors
1. Selection. The Audit Committee shall be solely and directly
responsible for appointing, evaluating and, when necessary, terminating the
engagement of the independent auditor.
2. Independence. The Audit Committee shall take, or recommend that the
full Board of Directors take, appropriate action to oversee the independence
of the independent auditor. In connection with this responsibility, the Audit
Committee shall obtain and review a formal written statement from the
independent auditor describing all relationships between the independent
auditor and the Company, including the disclosures required by Independence
Standards Board Standard No. 1. The Audit Committee shall actively engage in
dialogue with the independent auditor concerning any disclosed relationships
or services that might impact the objectivity and independence of the auditor.
3. Compensation. The Audit Committee shall have sole and direct
responsibility for setting the compensation of the independent auditor. The
Audit Committee is empowered, without further action by the Board of
Directors, to cause the Company to pay the compensation of the independent
auditor established by the Audit Committee.
4. Preapproval of Services. The Audit Committee shall preapprove all
services (audit and non-audit) to be provided to the Company by the
independent auditor; provided, however, that de minimis non-audit services may
instead be approved in accordance with applicable SEC rules.
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5. Oversight. The independent auditor shall report directly to the
Audit Committee, and the Audit Committee shall have sole and direct
responsibility for overseeing the independent auditor, including resolution of
disagreements between Company management and the independent auditor regarding
financial reporting. In connection with its oversight role, the Audit
Committee shall, from time to time as appropriate:
- Receive and consider the reports required to be made by the independent
auditor regarding:
. critical accounting policies and practices;
. alternative treatments within generally accepted accounting principles
for policies and practices related to material items that have been discussed
with Company management, including ramifications of the use of such
alternative disclosures and treatments, and the treatment preferred by the
independent auditor; and
. other material written communications between the independent auditor
and Company management.
- Review with the independent auditor:
. audit problems or difficulties the independent auditor encountered in
the course of the audit work and management's response, including any
restrictions on the scope of the independent auditor's activities or on access
to requested information and any significant disagreements with management;
. major issues as to the adequacy of the Company's internal controls and
any special audit steps adopted in light of material control deficiencies;
. analyses prepared by management and/or the independent auditor setting
forth significant financial reporting issues and judgments made in connection
with the preparation of the financial statements;
. the effect of regulatory and accounting initiatives, as well as off
balance sheet structures, on the financial statements of the Company;
. significant risks and uncertainties with respect to the quality,
accuracy or fairness of presentation of the Company's financial statements;
. recently disclosed problems with respect to the quality, accuracy or
fairness of presentation of the financial statements of companies similarly
situated to the Company and recommended actions which might be taken to
prevent or mitigate the risk of problems at the Company arising from such
matters;
. any accounting adjustments that were noted or proposed by the auditor
but were "passed" (as immaterial or otherwise);
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. any communications between the audit team and the audit firm's national
office respecting auditing or accounting issues presented by the engagement;
. accounting for unusual transactions;
. adjustments arising from audits that could have a significant impact on
the Company's financial reporting process; and
. any recent SEC comments on the Company's SEC reports, including in
particular any unresolved or future-compliance comments.
- Inquire of the independent auditor concerning the quality, not just the
acceptability, of the Company's accounting determinations, particularly with
respect to revenue, earnings, significant items subject to estimate, and other
judgmental areas.
- Meet with the independent auditor prior to the audit to discuss the
planning and staffing of the audit.
- Inform the independent auditor and Company management (including the
Chief Financial Officer and Controller) that they should promptly contact the
Audit Committee or its Chair about any significant issue or disagreement
concerning the Company's accounting practices or financial statements that is
not resolved to their satisfaction. If the Chair is contacted about such an
issue, he or she should confer with the independent auditor about the issue
and decide whether it is necessary to contact the other members of the Audit
Committee prior to the next scheduled meeting of the Committee.
- Obtain and review a copy of the most recent inspection report of the
independent audit firm issued by the Public Company Accounting Oversight Board
pursuant to Section 104 of the Sarbanes-Oxley Act.
- Obtain from the independent auditor assurance that Section 10A(b) of the
Exchange Act has not been implicated (Section 10A(b) of the Exchange Act
requires the independent auditor, if it detects or becomes aware of any
illegal act, to assure that the Audit Committee is adequately informed and to
provide a report if the independent auditor has reached specific conclusions
with respect to such illegal acts).
- Discuss with management and the independent auditor any correspondence
with regulators or governmental agencies and any published reports which raise
material issues regarding the Company's financial statements or accounting
policies.
Review of Audited Financial Statements
6. Discussion of Audited Financial Statements. The Audit Committee
shall review and discuss with the Company's management and independent auditor
the Company's audited financial statements, including the matters about which
Statement on Auditing Standards No. 61 (Codification of Statements on Auditing
Standards, AU '380) requires discussion.
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7. Recommendation to Board Regarding Financial Statements. The Audit
Committee shall consider whether it will recommend to the Board of Directors
that the Company's audited financial statements be included in the Company's
Annual Report on Form 10-K.
8. Audit Committee Report. The Audit Committee shall prepare an annual
committee report for inclusion where necessary in the proxy statement of the
Company relating to its annual meeting of security holders.
Review of Other Financial Disclosures
9. Independent Auditor Review of Interim Financial Statements. The
Audit Committee shall direct the independent auditor to use its best efforts
to perform all reviews of interim financial information prior to disclosure by
the Company of such information and to discuss promptly with the Audit
Committee and the Chief Financial Officer any matters identified in connection
with the auditor's review of interim financial information which are required
to be discussed by applicable auditing standards. The Audit Committee shall
direct management to advise the Audit Committee in the event that the Company
proposes to disclose interim financial information prior to completion of the
independent auditor's review of interim financial information.
10. Earnings Release and Other Financial Information. The Audit
Committee shall review and discuss generally the types of information to be
disclosed in the Company's earnings press releases (including any use of "pro
forma" or "adjusted" non-GAAP, information), as well as in financial
information and earnings guidance provided to analysts, rating agencies and
others. The Audit Committee's responsibility to discuss earnings releases as
well as financial information and earnings guidance may be discharged
generally (i.e., discussion of the types of information to be disclosed and
the type of presentation to be made). The Audit Committee need not discuss in
advance each earnings release or each instance in which the Company may
provide earnings guidance. Notwithstanding the foregoing, the Audit Committee
should endeavor to review earnings releases prior to their issuance. In
addition, the Audit Committee should discuss the results of the SAS 71 review
performed by the independent auditor.
11. Quarterly Financial Statements. The Audit Committee, or a
designated subcommittee thereof, shall discuss with the Company's management
and independent auditor the Company's quarterly financial statements,
including the Company's disclosures under "Management's Discussion and
Analysis of Financial Condition and Results of Operations."
Controls and Procedures
12. Oversight. The Audit Committee shall coordinate the Board of
Directors' oversight of the Company's internal accounting controls for
financial reporting, the Company's disclosure controls and procedures and the
Company's code of conduct. The Audit Committee shall receive and review the
reports of the CEO and CFO required by Rule 13a-14 of the Exchange Act.
<page>
13. Procedures for Complaints. The Audit Committee shall establish
procedures for (i) the receipt, retention and treatment of complaints received
by the Company regarding accounting, internal accounting controls or auditing
matters; and (ii) the confidential, anonymous submission by employees of the
Company of concerns regarding questionable accounting or auditing matters.
14. Related-Party Transactions. The Audit Committee shall review all
related party transactions on an ongoing basis, and all such transactions must
be approved by the Audit Committee.
15. Risk Management. The Audit Committee shall discuss the Company's
policies with respect to risk assessment and risk management.
16. Additional Powers. The Audit Committee shall have such other duties
as may be delegated from time to time by the Board of Directors.
D. Procedures and Administration
1. Meetings. The Audit Committee shall meet as often as it deems
necessary in order to perform its responsibilities. The Audit Committee may
also act by unanimous written consent in lieu of a meeting. The Audit
Committee shall periodically meet separately with the independent auditor and
Company management. The Audit Committee shall keep such records of its
meetings as it shall deem appropriate.
2. Subcommittees. The Audit Committee may form and delegate authority
to one or more subcommittees (including a subcommittee consisting of a single
member), as it deems appropriate from time to time under the circumstances.
Any decision of a subcommittee to preapprove audit or non-audit services shall
be presented to the full Audit Committee at its next scheduled meeting.
3. Reports to Board. The Audit Committee shall report regularly to the
Board of Directors.
4. Charter. At least annually, the Audit Committee shall review and
reassess the adequacy of this Charter and recommend any proposed changes to
the Board of Directors for approval.
5. Independent Advisors. The Audit Committee shall have the authority,
without further action by the Board of Directors, to engage and determine
funding for such independent legal, accounting and other advisors as it deems
necessary or appropriate to carry out its responsibilities. Such independent
advisors may be the regular advisors to the Company. The Audit Committee is
empowered, without further action by the Board of Directors, to cause the
Company to pay the compensation of such advisors as established by the Audit
Committee.
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6. Investigations. The Audit Committee shall have the authority to
conduct or authorize investigations into any matters within the scope of its
responsibilities as it shall deem appropriate, including the authority to
request any officer, employee or advisor of the Company to meet with the Audit
Committee or any advisors engaged by the Audit Committee.
7. Funding. The Audit Committee is empowered, without further action by
the Board of Directors, to cause the Company to pay the ordinary
administrative expenses of the Audit Committee that are necessary or
appropriate in carrying out its duties.