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Board Committee Roles and Responsibilities - page 12 / 25

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Member Qualifications - At least one member of the audit committee should be designated as a financial expert. The company’s board of directors should apply the SEC’s definition and consider audit committee members’ experience and knowledge in determining which members qualify as

financial experts and, if none qualify, recruit at least one member who meets the required qualifications.

Audit Committee Authority/Resources - SOX, recognizing the increased responsibilities assigned to audit committees, authorizes them to engage independent counsel and other outside advisors as they determined necessary and requires the company to provide appropriate funding for such advisors.

Audit Committee Composition

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