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Definition of the Audit Committee

- A committee (or equivalent body) established by and amongst the board of directors of an issuer for the purpose of overseeing the accounting and financial reporting processes of the issuer and audits of the financial statements of the issuer; and if no such committee exists with respect to an issuer, the entire board of directors of the issuer.

(Section 205(a) of SOX)

- A committee composed of independent, nonexecutive directors charged with oversight functions of ensuring responsible corporate governance, a reliable financial reporting process,

an effective internal control structure, a credible audit function, an informed whistleblower complaint process, and an appropriate code of business ethics with the purpose of creating long-term shareholder value while protecting the interests of other stakeholders.  (In the context of the agency theory)

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