Audit Committee

The Audit Committee's main role is to assist the Board of Directors with oversight of (1) the integrity of the Company's financial statements, (2) the Company's compliance with legal and regulatory requirements, (3) the independent auditor's qualifications and independence (4) the performance of the Company's internal audit function and independent auditors and (5) oversight of cyber security risk management. The Audit Committee oversees the Company's accounting and financial reporting process and has the authority and responsibility for the appointment, retention, oversight and compensation of the Company's independent auditors, including pre-approval of all audit and non-audit services to be performed by the independent auditors. The current members of the Audit Committee are Wendy B. Needham (Chair), Gary P. Fayard, Richard Cox, Jr. Elizabeth W. Camp, and Charles K. Stevens.  All members of the Audit Committee are independent of the Company and management, as defined in Sections 303.01(B)(2)(a) and (3) and 303A.02 of the New York Stock Exchange listing standards. The Board has determined that all members of the Audit Committee meet the financial literacy requirements of the NYSE corporate governance listing standards. In addition, the Board has determined that Wendy B. Needham, Gary P. Fayard, Elizabeth W. Camp, and Charles K. Stevens meet the requirements adopted by the SEC for qualification as an "audit committee financial expert".