Board Committee Charters

Audit Committee Charter

The Audit Committee provides assistance to the Board of Directors in fulfilling Directors’ responsibilities concerning the Company’s accounting, reporting practices, the system of internal controls and compliance with legal, ethical and policy requirements.

Compensation Committee Charter

The Compensation Committee shall assist the Board of Directors of the Company in overseeing the Company's management compensation policies and practices.

Nominating and Governance Committee Charter

The Nominating & Governance Committee or, as applicable, an appropriate sub-committee thereof, shall (a) identify individuals qualified to become members of the Board of Directors of the Company, (b) review the qualifications of candidates and select the Director nominees for each annual meeting of shareholders, (c) develop and recommend to the Board a set of Governance Guidelines, (d) plan for and assist in the transitioning of Directors on to and off of the Board, (e) provide a review function for members of the Board, (f) help prepare for management succession and (g) lead the Board in complying with its Governance Guidelines.