Audit Committee Charter

Organization and Meetings

This charter governs the operations of the Audit Committee (the "Committee"). The Committee shall review and reassess this charter at least annually and report thereon to, and if any revisions are recommended obtain the approval of, the Board of Directors. The Committee shall be appointed by the Board of Directors and comprised of at least four directors. The Board of Directors shall designate one member as chairperson or delegate the authority to designate a chairperson to the Committee.

Members shall not serve on more than three public company audit committees simultaneously unless the Board of Directors determines that such simultaneous service would not impair the member’s ability to serve effectively on the Committee.

The Committee shall meet at least quarterly, or more frequently as circumstances dictate. The Committee shall meet separately and periodically with the Company's management, the personnel responsible for its internal audit function, and its independent registered public accounting firms (the "Independent Accountants"). The Committee shall report regularly to the Board of Directors with respect to its activities. The Committee shall prepare the Audit Committee report that SEC rules require to be included in the Company's annual Information Statement.

Purpose of the Audit Committee

The Audit Committee shall provide assistance to the Board of Directors in fulfilling the Board's oversight responsibility to the shareholders and others relating to the integrity of the Company's financial statements, the effectiveness of the Company's internal control over financial reporting, the performance of the internal audit function, the performance of the annual independent audit of the Company's financial statements, the qualifications and independence of the Independent Accountants, the Company's compliance with legal and regulatory requirements, and the legal compliance and ethics programs as established by management and the Board. In the course of performing these duties, it is the responsibility of the Committee to maintain free and open communication between the Committee, the Independent Accountants, the Company’s internal auditors and its management and to determine that all parties are aware of their responsibilities. In discharging its oversight role, the Committee shall have the right to retain and compensate such outside legal, accounting, or other advisors as it considers necessary or advisable to investigate any matter brought to its attention with full access to all books, records, facilities, and personnel of the Company.

The primary role of the Audit Committee is to oversee the Company's financial reporting process on behalf of the Board and report the results of its oversight to the Board. Management is primarily responsible for the preparation, presentation, and integrity of the Company's financial statements, for the appropriateness of the accounting principles and reporting policies that are used by the Company and for establishing and maintaining internal control over financial reporting. The Independent Accountants are responsible for auditing the Company's financial statements, and for reviewing the Company's unaudited interim financial statements. The Committee, in carrying out its responsibilities, believes its policies and procedures should remain flexible, in order to best react to changing conditions and circumstances. The Committee should take the appropriate actions to set the overall corporate "tone" for quality financial reporting, sound business risk practices, and ethical behavior.

Responsibilities and Processes

The following shall be the current principal recurring processes of the Audit Committee in carrying out its oversight responsibilities. The processes are set forth as a guide with the understanding that the Committee may supplement or modify them as appropriate.

Independent Registered Public Accountants and Internal Audit

The Committee shall have a clear understanding with management and the Independent Accountants that the Independent Accountants are ultimately accountable to the Board and the Audit Committee, as representatives of the Company's shareholders. The Committee shall have complete authority and responsibility to evaluate and, where appropriate, recommend to the Board of Directors the replacement of the Independent Accountants. The Committee shall discuss with these accountants their independence from management and the Company including the matters in the written disclosures required by the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”) and shall consider the compatibility of nonaudit services with that independence. Annually, the Committee shall review and recommend to the Board the selection of the Company's Independent Accountants. The Committee shall pre-approve all audit and non-audit services to be performed by the Independent Accountants and the related fees.

The Committee shall discuss with the internal auditors and the Independent Accountants the overall scope and plans for their respective audits including the adequacy of staffing and compensation. Also, the Committee shall discuss with management, the internal auditors, and the Independent Accountants the adequacy and effectiveness of the Company's internal control over financial reporting, including the Company's system to monitor and manage business risk, and its legal and ethical compliance programs. Further, the Committee shall meet separately with the internal auditors and the Independent Accountants to discuss the results of their respective examinations.

At least annually, the Committee shall obtain and review a report by the Company's Independent Accountants describing: (i) the firm's internal quality control procedures; (ii) any material issues raised by the most recent internal quality control review, or peer review, of the firm, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years, respecting one or more independent audits carried out by the firm, and any steps taken to deal with any such issues, and (iii) all relationships between the Independent Accountants and the Company (to assess their independence). After reviewing the foregoing report and the work of the Independent Accountants throughout the year, the Committee shall evaluate the qualifications, performance and independence of the Independent Accounting Firm. Such evaluation should include the review and evaluation of the lead audit partner and take into account the opinions of management and the Company's personnel responsible for the internal audit function. The Committee shall determine that the Independent Accounting Firm has a process in place to address the rotation of the lead audit partner and other audit partners serving the account as required by law.

The Committee shall regularly review with the Independent Accountants any audit problems or difficulties encountered during the course of the audit work, including any restrictions on the scope of their activities or their access to requested information, and management’s response thereto. The Committee shall have the right to inquire about and review any accounting adjustments that were noted or proposed by auditors but were "passed" (as immaterial or otherwise) by management; any communications between the audit team and the Independent Accountant’s national office respecting auditing or accounting issues or internal control-related issues presented by the engagement; and any "management" or "internal control" letter issued, or proposed to be issued, by the Independent Accountants to the Company.

Financial Reporting

TThe Committee shall review with management and the Independent Accountants the annual audited financial statements and Management's Discussion and Analysis of Financial Condition and Results of Operations, to be set forth in the Company's Annual Report on Form 10-K (or the Annual Report to Shareholders if distributed prior to the filing of Form 10-K), in the course of which the Committee, if applicable, shall: (1) address any major issues regarding accounting principles and financial statement presentations, including any significant changes in the Company's selection or application of accounting principles; (2) discuss with management and the Independent Accountants any significant financial reporting issues and judgments made in connection with the preparation of the financial statements and the reasonableness of and rationale for those judgments, including analyses of the effects of alternative GAAP methods on the financial statements; (3) consider the effect of any material regulatory and accounting initiatives on the financial statements; (4) consider the judgment of both management and the Independent Accountants about the quality, not just the acceptability of significant accounting principles; and (5) assess the clarity of the disclosures in the financial statements. Also, the Committee shall discuss the results of the annual audit and any other matters required to be communicated to the Committee by the Independent Accountants under the standards of PCAOB and applicable generally accepted auditing standards. The Committee shall consider whether to recommend to the Board of Directors that the audited financial statements should be included in the Company’s annual report on Form 10-K.

The Committee also shall review the interim quarterly financial statements, including Management's Discussion and Analysis of Financial Condition and Results of Operations, with management and the Independent Accountants prior to the filing of each of the Company's Quarterly Reports on Form 10-Q. Also, the Committee shall discuss the results of the related quarterly review and any other matters required to be communicated to the Committee by the Independent Accountants under the standards of the PCAOB. The chair of the Committee may represent the entire Committee for the purposes of this review.

Controls, Compliance and Risk Management

The Committee shall discuss with management its process for performing its required quarterly certifications under Section 302 of the Sarbanes-Oxley Act. The Committee shall discuss with management, the internal auditors, and the Independent Accountants any (1) changes in internal control over financial reporting that have materially affected or are reasonably likely to materially affect the Company's internal control over financial reporting that are required to be disclosed and (2) any other significant changes in internal control over financial reporting that were considered for disclosure in the Company's periodic filings with the SEC.

The Committee shall review with senior management the Company's overall anti-fraud programs and controls. The Committee periodically shall review the Company's compliance and ethics programs, including consideration of applicable legal and regulatory requirements, and management's evaluation of the effectiveness of the programs that Committee management has established to monitor compliance with such programs. The Committee shall receive any reports submitted by an attorney concerning evidence of a material violation of securities laws, fraud or breaches of fiduciary duty by the Company.

The Committee shall discuss the Company's policies with respect to risk assessment and risk management, including the risk of fraud and theft. The Committee also shall discuss the Company's major financial risk exposures and the steps management has taken to monitor and control such exposures.

The Committee shall review, at least annually, the Company’s cybersecurity program and shall receive frequent updates on cybersecurity and the development of Company’s cyber strategy and the Company’s corresponding Information Technology Emergency Response Plan.

The Committee shall 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 submission by employees of the Company of concerns regarding questionable accounting or auditing matters.

The Committee shall determine the appropriate funding needed by the Committee for payment of: (1) compensation to the Independent Accountants engaged for the purpose of preparing or issuing audit reports or performing other audit, review, or attest services for the Company; (2) compensation to any advisers employed by the Committee; and (3) ordinary administrative expenses of the Committee that are necessary or appropriate in carrying out its duties.

The Committee shall perform an evaluation of its performance at least annually to determine whether it is functioning effectively. The Committee also shall discuss with the Independent Accountants the accountants' observations related to the effectiveness of the Committee.