The Committee may conduct or authorize investigations into or studies of matters within
the Committee’s scope of responsibilities, and may retain, at the Corporation’s expense, such
independent counsel or other consultants or advisers as it deems necessary to carry out the
Committee’s responsibilities.
* * *
While the Committee has the duties and responsibilities set forth in this Charter, the
Committee is not responsible for preparing or certifying the Corporation’s financial statements,
for planning or conducting the audit, or for determining whether such financial statements are
complete and accurate and are in accordance with generally accepted accounting principles.
In fulfilling their responsibilities hereunder, it is recognized that members of the
Committee are not full-time employees of the Corporation, it is not the duty or responsibility of
the Committee or its members to conduct “field work” or other types of auditing or accounting
reviews or procedures or to set auditor independence standards, and each member of the
Committee shall be entitled to rely on (i) the integrity of those persons and organizations within
and outside the Corporation from which it receives information and (ii) the accuracy of the
financial and other information provided to the Committee, in either instance absent actual
knowledge to the contrary.
Nothing contained in this Charter is intended to create, or should be construed as
creating, any responsibility or liability of the members of the Committee, except to the extent
otherwise provided under applicable federal or state law.
* * *