Oshkosh Corporation
Board Of Directors
Human Resources Committee Charter
Effective February 3, 2004

Purposes
The purposes of the Human Resources Committee of the Board of Directors shall include (a) reviewing and approving corporate goals and objectives relevant to Chief Executive Officer (“CEO”) compensation, evaluating the CEO’s performance in light of those goals and objectives and determining and approving the CEO’s compensation level based on this evaluation, (b) approving the compensation of the Company’s other executive officers and key employees and (c) to the extent Board of Directors level approval or review is required or requested, making recommendations to the Board of Directors with respect to non-executive officer compensation, incentive compensation plans and equity-based plans.

The Human Resources Committee is also responsible for preparing the compensation committee report regarding executive compensation required by the rules of the Securities and Exchange Commission to be included in the Company’s annual proxy statement.

Membership
The Human Resources Committee shall consist of not less than three members, including the chair, who meet the independence requirements of the New York Stock Exchange. Additionally, the Company will endeavor to have each member of the Committee qualify as a “Non-Employee Director” under the qualifications set forth in Rule 16b 3 of the Securities Exchange Act of 1934 and satisfy the requirements of an “outside director” for purposes of Section 162(m)(4)(C) of the Internal Revenue Code.

The Board of Directors will annually appoint the members of the Human Resources Committee and select the chair. Members of the Human Resources Committee may be removed only by the affirmative vote of a majority of the Board of Directors.

Responsibilities
The Human Resources Committee believes the policies and procedures by which it carries out its responsibilities should remain flexible, to best react to changing conditions and to be in the best position to ensure to the Board of Directors and shareholders of the Company that the Company continues to attract, retain and motivate high-quality individuals who contribute to the Company’s long-term growth and success. The Human Resources Committee may not delegate any of its responsibilities to management, but may delegate with Board approval to the extent required by law any of its responsibilities to subcommittees consisting solely of two or more members of the Human Resources Committee. In carrying out its responsibilities, the Human Resources Committee should:

1. At least annually, review the Company’s executive compensation philosophy and take such actions as the Human Resources Committee deems necessary or appropriate.
2. At least annually, review the Company’s annual and long-term incentive compensation programs (including all equity-based incentive plans), other than those that are established through collective bargaining with unions, and take such actions as the Human Resources Committee deems necessary or appropriate, including, to the extent Board of Directors level approval or review is required or requested, making recommendations to the Board of Directors regarding amendments to or to discontinue existing plans or to establish new plans.
3. Administer the Company’s executive compensation plans, programs and arrangements (including equity incentive plans), including establishing the entitlement to such benefits for executive officers and other key employees.
4. At least annually, review the Company’s policies and practices for evaluating the performance of the Company’s CEO and other executive officers and other key employees.
5. Approve all employment and compensation agreements with executive officers and key employees.
6. On an annual basis, meet with the Company’s CEO regarding appropriate corporate goals and objective for the next year, review and approve the corporate goals and objectives that are relevant to the CEO’s compensation and discuss such corporate goals and objectives with the Board of Directors.
7. On an annual basis, evaluate (with input from the Board of Directors) the performance of, and set the salary, bonus, stock option or other equity-based awards (if any) and other benefits for, the Company’s CEO in light of the corporate goals and objectives relevant to his or her compensation and communicate such evaluation to the CEO.
   • In determining the appropriate compensation package for the Company’s CEO, the Human Resources Committee should compare his or her performance with the corporate goals and objectives relevant to his or her compensation and take into account such other factors and circumstances that the Human Resources Committee believes are necessary or appropriate.
   • In determining the stock option grants and other long-term incentive compensation (if any) given to the CEO, the Human Resources Committee should consider the Company’s performance and relative shareholder return, the value of similar incentive awards to CEOs at comparable companies, the stock option grants and other long-term incentive compensation given to the Company’s CEO in past years and such other factors and circumstances that the Human Resources Committee believes are necessary or appropriate.
8. On an annual basis, evaluate the performance of, and set the salaries, bonuses, stock option or other equity-based awards (if any) and other benefits for, the Company’s executive officers (other than the Company’s CEO) and other key employees.
   • In determining the appropriate compensation levels for the Company’s executive officers (other than the CEO) and other key employees, the Human Resources Committee shall review and consider their job descriptions, the recommendations of the CEO, and such other factors and circumstances the Human Resources Committee believes are necessary or appropriate.
9. On an annual basis, prepare a report regarding employee compensation for inclusion in the Company’s annual proxy statement. This report shall include the information required by the Securities and Exchange Commission.
10. At least annually and from time to time as the Human Resources Committee determines it to be necessary or appropriate, review the compensation paid to the Company’s non-employee directors, including in their roles as committee chairs and members, and take such actions as the Human Resources Committee deems necessary or appropriate, including, to the extent Board of Directors level approval or review is required or requested, recommending to the Board of Directors changes to the compensation and benefits of the Company’s non-employee directors.
11. From time to time as the Human Resources Committee determines it to be necessary or appropriate, select and retain independent counsel or other advisors, including compensation and benefits consultants, to assist in the evaluation of director, CEO or senior executive compensation. The Human Resources Committee shall have the authority to retain (on terms established by the Human Resources Committee), terminate and approve the fees of any such counsel and advisors. The Human Resources Committee may meet with any such counsel or advisors without management present. The Company will bear the cost of such counsel and advisors.
12. Promptly make available the minutes of all meetings of the Human Resources Committee to the Board of Directors and report the Human Resources Committee’s activities to the Board of Directors at the Board of Directors’ meeting next following each Human Resources Committee meeting so that the Board of Directors is kept fully informed of the Human Resources Committee’s activities on a current basis.
13. From time to time as the Human Resources Committee determines it to be necessary or appropriate, recommend to the Board of Directors the names, job descriptions, responsibilities and titles of the elected officers of the Company.
14. From time to time as the Human Resources Committee determines it to be necessary or appropriate, consult with the CEO on matters related to the Human Resources Committee’s responsibilities and on other matters, including organizational structure, appropriate compensation for the Company’s officers and employees not set by the Human Resources Committee, and individual development programs for the Company’s entire workforce, including management.
15. Meet at least two times annually and otherwise as the members of the Human Resources Committee deem appropriate.
16. From time to time as the Human Resources Committee determines it to be necessary or appropriate, conduct such reviews, investigations and surveys as the Human Resources Committee may consider necessary or appropriate in the exercise of its duties and responsibilities.
17. On an annual basis, conduct a self-assessment of its performance during the previous year. In addition, the Governance Committee of the Board of Directors will conduct an annual assessment of the Human Resources Committee. The purpose of these assessments is to increase the effectiveness of the Human Resources Committee and its members. Compliance with the responsibilities listed in this Charter shall form the principal criteria for such assessments, as well as such other factors and circumstances as are determined appropriate by the Human Resources Committee and the Governance Committee.
18. On an annual basis, review the Company’s short-term and long-term succession planning processes, together with the Company’s management development plans and discuss with the entire Board of Directors.
19. Reassess this Charter as conditions dictate (at least annually) and provide recommendations to the Governance Committee of the Board of Directors regarding any amendments to this Charter the Human Resources Committee deems necessary.

Oshkosh Corporation
Board Of Directors
Executive Committee Charter
Effective February 3, 2004

The Executive Committee of the Board of Directors shall be comprised of the Chairman and CEO, who will chair the Executive Committee, and the Chairs of each of the other committees of the Board. The Executive Committee will meet as the Chair deems reasonably necessary and appropriate.

Except for certain matters set forth in Section 180.0825(5) of the Wisconsin Business Corporation Law and such other matters as the Board of Directors may from time to time by resolution determine to be outside the scope of the Executive Committee, the Executive Committee will have the full power and authority of the Board of Directors to act on specific matters within the authority or discretion of the Board of Directors on occasions when a decision is essential and it is not possible to convene a meeting of the full Board of Directors, whether by telephonic means or otherwise in a timely manner. Any such action of the Executive Committee shall require the unanimous consent of all members. Such actions of the Executive Committee shall not require ratification by the Board of Directors to be effective. Actions of the Executive Committee may, however, be amended, rescinded or revoked by the Board of Directors.

Oshkosh Corporation
Board Of Directors
Governance Committee Charter
Effective February 3, 2004

Purposes
The purposes of the Governance Committee of the Board of Directors shall include (a) identifying individuals qualified to become Board members, consistent with the criteria approved by the Company’s Board of Directors, (b) recommending to the Board of Directors qualified potential director nominees for election at each of the Company’s Annual Shareholders’ Meetings, (c) developing and recommending to the Board of Directors the Company’s corporate governance principles and (d) overseeing the evaluation of the Board of Directors.

Membership
The Governance Committee shall consist of not less than three members, including the chair, who meet the independence requirements of the New York Stock Exchange.

The Board of Directors will annually appoint the members of the Governance Committee and select the chair. Members of the Governance Committee may be removed only by the affirmative vote of a majority of the Board of Directors.

Responsibilities
The Governance Committee believes the policies and procedures by which it carries out its responsibilities should remain flexible, to best react to changing conditions and to be in the best position to ensure to the Board of Directors and shareholders of the Company that the Company’s governance principles, procedures and practices continue to assist the Board of Directors and the Company’s management to effectively and efficiently promote the best interests of the Company’s shareholders. The Governance Committee may not delegate any of its responsibilities to management, but may delegate with Board approval to the extent required by law any of its responsibilities to subcommittees consisting solely of two or more members of the Governance Committee.

In carrying out its responsibilities, the Governance Committee will:

Board of Directors Candidates and Nominees

1. Establish a policy with regard to the consideration of any director candidates recommended by shareholders and communicate to shareholders a method for shareholders to recommend potential director nominees for the Governance Committee’s consideration.
2. Develop criteria for selection of director nominees for approval by the Board of Directors, including any minimum qualifications that the Governance Committee believes must be met by a nominee recommended by the Governance Committee for a position on the Board of Directors or any specific qualities or skills that the Governance Committee believes are necessary for one or more of the Company’s directors to possess.
3. Conduct appropriate inquiries into the backgrounds and qualifications of potential director nominees.
4. Identify and recommend to the Board of Directors qualified potential director nominees, consistent with the criteria approved by the Company’s Board of Directors, who bring knowledge, experience and expertise that would strengthen the Board of Directors. When formulating such recommendations, the Governance Committee shall consider any advice and recommendations offered by the Chief Executive Officer or shareholders of the Company or any outside advisors the Governance Committee may retain.

Board of Directors and Committees

1. Plan for continuity on the Board of Directors as directors are scheduled to retire from the Board of Directors.
2. Review and recommend to the Board of Directors an appropriate course of action with respect to or upon the resignation, retirement or removal of any director, including whether a new director should be appointed by the Board of Directors prior to the Company’s next Annual Shareholders’ Meeting.
3. From time to time as the Governance Committee determines it to be necessary or appropriate, review and recommend to the Board of Directors changes to the size of the Board of Directors and its committees.
4. From time to time as the Governance Committee determines it to be necessary or appropriate, review and recommend to the Board of Directors changes to policy matters pertaining to the roles, responsibilities, retirement age, term limits and removal of directors.
5. Oversee management’s establishment of and, from time to time as the Governance Committee determines it to be necessary or appropriate, review the effectiveness of the Company’s new director orientation program and continuing director education program.
6. From time to time as the Governance Committee determines it to be necessary or appropriate and at least on an annual basis, review all Board of Directors committees and their charters taking into consideration input from such committees and, as necessary, recommend to the Board of Directors changes in the committee charters or the responsibilities or number of committees.
7. From time to time as the Governance Committee determines it to be necessary or appropriate, recommend that the Board of Directors establish a new or special committee of the Board of Directors that may be necessary to properly address ethical, legal or other matters that may arise.
8. On an annual basis and after consultation with the Chief Executive Officer and Chair of the Board, determine and propose to the Board of Directors which directors should serve as members and chairs of the Board of Directors committees and consider the rotation of committee chairs and members.
   • In making its determinations, the Governance Committee should consider (a) balancing the benefits derived from continuity against the benefits derived from the diversity of experience and viewpoints that may result from the rotation of committee members and chairs; (b) subject matter expertise; (c) applicable legal or other requirements; (d) tenure; (e) the desires of individual members of the Board of Directors; (f) as applicable, the independence standards applicable to the members of such committees; (g) whether at least one of the members of the Audit Committee is a “audit committee financial expert” as defined by the Securities and Exchange Commission (the “SEC”); and (h) such criteria, factors and circumstances as it determines to be appropriate.
9. From time to time as the Governance Committee determines it to be necessary or appropriate, review the qualifications and performance of any members of the Board of Directors. On an annual basis, consider whether to recommend each incumbent director for re election.
10. Review and recommend to the Board of Directors an appropriate course of action with respect to or upon a Change in Circumstances (as defined in the Company’s Corporate Governance Guidelines) of any director.
11. Establish the evaluation criteria and implement the process for the Board of Directors’ annual self-evaluation.
12. On an annual basis, conduct a self-assessment of its performance during the previous year. The purpose of these assessments is to increase the effectiveness of the Governance Committee and its members. Compliance with the responsibilities listed in this Charter shall form the principal criteria for such assessments, as well as such other factors and circumstances as are determined appropriate by the Governance Committee.
13. On an annual basis, conduct a review of each Board committee’s contribution to the Company. In such review, the Governance Committee should review each Board committee’s objectives, as stated at the beginning of each fiscal year, and compare those stated objectives to the results and time expended to achieve such results at the end of that year.

Corporate Governance Guidelines

1. Develop and recommend to the Board of Directors a set of corporate governance guidelines that complies with NYSE standards.
2. At least annually, review the Company’s corporate governance guidelines, procedures and practices and take such actions as the Governance Committee deems necessary or appropriate.
3. Review and make recommendations to the Board of Directors regarding shareholders’ proposals that relate to corporate governance.
4. Establish and communicate to shareholders a process for shareholders to send communications to the Board of Directors.
5. Establish a policy with respect to Board member attendance at annual meetings of shareholders.

Codes of Ethics and Conduct

1. Develop and recommend to the Board of Directors one or more codes of ethics and conduct that comply with NYSE standards and SEC rules.
2. At least annually, review the such codes of ethics and conduct and take such actions as the Governance Committee deems necessary or appropriate.

General

1. 1. From time to time as the Governance Committee determines it to be necessary or appropriate, select and retain independent counsel or other advisors, including a search firm to help identify new potential director nominees, to provide independent advice to the Governance Committee. The Governance Committee shall have the authority to retain (on terms established by the Governance Committee), terminate and approve the fees of any such counsel and advisors. The Governance Committee may meet with any such counsel or advisors without management present. The Company will bear the cost of such counsel and advisors.
2. 2. Meet at least two times annually and otherwise as the members of the Governance Committee deem appropriate.
3. 3. Consider and approve or disapprove all transactions involving the Company and any director, executive officer, senior financial officer or any related party and other questions of actual and potential conflicts of interest or appearances of impropriety of or involving the Company’s directors, executive officers or senior financial officers or any related party as they may arise and, when determined necessary or appropriate, to issue to a director, executive officer or senior financial officer instructions on how to conduct himself/herself in such matters so as to ensure that the best interests of the Company are protected.
   • In considering such matters, the Governance Committee should consider, among other factors or circumstances, whether or not the relationship or transaction is on terms and conditions not materially less favorable to the Company than could be obtained from an independent third party (including obtaining independent support for such conclusion); the reasons for and the benefits obtainable by the Company from such relationship or transaction; the impact of such relationship or transaction on the director’s or officer’s ability to continue to serve the best interests of the Company; and anticipated shareholder reaction to such relationship or transaction. The Governance Committee shall ensure that all approved related party transactions or other actual and potential conflicts of interest or appearances of impropriety, to the extent determined material, are properly disclosed to the Company’s shareholders in accordance with applicable requirements.
4. 4. From time to time as the Governance Committee determines it to be necessary or appropriate, consult with the Company’s general counsel and outside legal counsel, if determined necessary or appropriate, with respect to the terms and conditions of the Company’s Articles of Incorporation and Bylaws as they relate to corporate governance matters and take such actions as the Governance Committee deems necessary or appropriate, subject to Board of Directors and shareholder approval, if applicable, in accordance with the Company’s Bylaws and applicable law.
5. 5. Promptly make available the minutes of all meetings of the Governance Committee to the Board of Directors and report the Governance Committee’s activities to the Board of Directors at the Board of Directors’ meeting next following each Governance Committee meeting so that the Board of Directors is kept fully informed of the Governance Committee’s activities on a current basis.
6. 6. From time to time as the Governance Committee determines it to be necessary or appropriate, conduct such reviews, investigations and surveys and take such action as the Governance Committee may consider necessary or appropriate in the exercise of its duties and responsibilities.

Oshkosh Corporation
Board Of Directors
Audit Committee Charter
Effective February 3, 2004

Purpose

The Audit Committee’s purpose shall include assisting the Company’s Board of Directors in oversight of (a) the integrity of the Company’s financial statements and system of internal controls, (b) the Company’s compliance with legal and regulatory requirements, (c) the qualifications and independence of the independent registered public accounting firm and (d) the performance of the Company’s internal audit function and independent registered public accounting firm. In so doing, it is the responsibility of the Audit Committee to maintain free and open communication between and among the directors, the independent registered public accounting firm, the internal auditors, outside counsel and the financial and operating management of the Company.

The Audit Committee is also responsible for preparing the audit committee report required by the rules of the Securities and Exchange Commission (the “SEC”) to be included in the Company’s annual proxy statement.

Membership

The Audit Committee of the Board of Directors shall consist of not less than three members, including the chair, who meet the independence and experience requirements of the SEC and the New York Stock Exchange (the “NYSE”). At least one member of the Audit Committee must have accounting or related financial management expertise, and the Company will endeavor to have at least one member of the Audit Committee who qualifies as an “audit committee financial expert” as defined by the rules of the SEC. A member of the Audit Committee will not serve on audit committees of more than two other public companies without the prior consent of the Company’s Board of Directors to enable the Board to determine that such service would not impair the ability of such a member to effectively serve on the Audit Committee.

The members and chair of the Audit Committee will be appointed by the Board of Directors at the Board meeting following each Annual Shareholders’ Meeting.

Responsibilities

In carrying out its responsibilities, the Audit Committee believes its policies and procedures should be flexible enough to react to changing conditions and to be able to assure the Board of Directors and the shareholders of the Company that the accounting and financial reporting practices of the Company are in accordance with all applicable legal and accounting requirements and that they are consistently maintained at the highest quality standards.

In carrying out its responsibilities, the Audit Committee will:

1. Meet at least quarterly and otherwise as the members of the Audit Committee deem appropriate.
2. Obtain the Board of Directors’ approval of this Charter, reassess this Charter as conditions dictate (at least annually) and provide recommendations to the Governance Committee of the Board of Directors regarding amendments to this Charter the Audit Committee deems necessary.
3. Directly appoint, compensate, retain, and where appropriate, terminate the independent registered public accounting firm engaged to audit the financial statements and system of internal controls over financial reporting and disclosures of the Company.
   ● Evaluate the independent registered public accounting firm’s qualifications, performance and independence, including a review and evaluation of the lead audit partner and the audit staff. In making this evaluation, the Audit Committee should also take into account the opinions of management and the Company’s internal auditors. The Audit Committee shall present its conclusions with respect to the independent registered public accounting firm to the Board of Directors.
   ● Ensure the rotation of the lead or coordinating audit partner having primary responsible for the audit and the audit partner responsible for reviewing the audit as required by law or regulations.
   ● Obtain from the independent registered public accounting firm and review, at least on an annual basis, a report describing the independent registered public accounting firm’s internal quality control procedures and any material issues raised by the most recent internal quality control review, or peer review, of the independent registered public accounting firm, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years, with respect to independent audits carried out by the independent registered public accounting firm, and any steps taken to deal with any such issues.
   The independent registered public accounting firm shall report directly to the Audit Committee. The Audit Committee shall be directly responsible for the oversight of the work of the independent registered public accounting firm, including resolving any disagreements between the independent registered public accounting firm and management.
4. Approve in advance the engagement of the independent registered public accounting firm for all audit and permitted non-audit services that management plans to engage the independent registered public accounting firm to perform and approve in advance all compensation paid to the independent registered public accounting firm. Such approval may be pursuant to preapproval policies and procedures established by the Audit Committee provided such policies and procedures are detailed as to the particular service and such policies and procedures do not include delegation of the Audit Committee’s responsibilities to management. All engagements for permitted non-audit services shall be disclosed by the Audit Committee as required by law. The Audit Committee shall not permit or approve the independent registered public accounting firm to perform prohibited services as defined in SEC regulations.
5. Obtain from the independent registered public accounting firm, on an annual basis, a written statement delineating all relationships between the independent registered public accounting firm and the Company, consistent with Independence Standards Board Standard 1 and other applicable rules and regulations. The Audit Committee shall actively engage in a dialogue with the independent registered public accounting firm with respect to any disclosed relationships or services that may impact the objectivity and independence of the independent registered public accounting firm and shall take appropriate action to correct or oversee the independence of the independent registered public accounting firm.
6. Meet with the independent registered public accounting firm and financial management to review the scope of the proposed annual audit and the audit procedures to be utilized and the scope of timely quarterly reviews for the current year.
7. Conduct a meeting in person or by conference call with the Company’s Chief Executive Officer, Chief Financial Officer and Chief Accounting Officer, together with representative(s) of the Company’s independent registered public accounting firm, in advance of the quarterly earnings conference call and review and discuss the quarterly earnings release (including financial results), material quarterly adjustments, earnings guidance and the SEC Form 10-Q, when applicable. Make inquiries whether there have been any material changes in the Company’s financial condition or results of operations that would require disclosure in the quarterly earnings release, earnings conference call or related Form 8-K. The Audit Committee may discuss this information generally, including the types of information to be disclosed and the type of presentation to be made. These discussions need not be carried out in advance of each instance in which the Company provides routine financial information or earnings guidance.
8. Review, periodically with the independent registered public accounting firm, internal auditors and financial and accounting personnel, the adequacy and effectiveness of the disclosure controls and procedures and the accounting, financial and operating controls of the Company. Particular emphasis should be given to the adequacy of such internal controls to expose any payments, transactions or procedures that might be deemed illegal, misleading or otherwise improper.
9. Review, with the internal auditors and financial and operating management, the adequacy and effectiveness of internal controls that assure compliance with all laws and regulations of the United States Department of Defense and other federal government authorities with respect to the performance under federal contracts.
10. Review, with management, the internal auditors and the independent registered public accounting firm, the status of litigation, compliance with environmental laws and regulations and other material contingencies of the Company. Particular emphasis should be given to the adequacy of internal controls to prevent material losses to the Company from litigation, non-compliance with environmental laws and regulations or other matters, as well as the adequacy of the accounting for, and disclosure of, such contingencies in the Company’s financial statements and regulatory reporting.
11. Discuss the Company’s guidelines and policies with respect to risk assessment and risk management, although the Company’s management, and not the Audit Committee, shall be responsible for assessing and managing the Company’s exposure to risk. The Audit Committee should discuss the Company’s major financial risk exposures and the adequacy of the steps that the Company has taken to monitor and control such exposures.
12. As and when required by SEC regulations, obtain, on a quarterly basis, reports from the Company’s management regarding its evaluation of the Company’s disclosure controls and procedures and internal control over financial reporting.
13. As and when required by SEC regulations, obtain, on an annual basis, the independent registered public accounting firm attestation report on management’s assessment of the Company’s internal control over financial reporting, as required by law.
14. Review and discuss with management and the independent registered public accounting firm the audited financial statements to be included in the annual report to shareholders and the Annual Report on Form 10-K, including the Company’s disclosures under “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Recommend to the Board of Directors whether the audited financial statements should be included in the Company’s Annual Report on Form 10-K. Review and discuss with management and the independent registered public accounting firm the unaudited financial statements to be included in Quarterly Reports on Form 10-Q, including the Company’s disclosures under “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”
    ● Review with management and the independent registered public accounting firm whether there have been any changes in or adoption of accounting principles and discuss any other matter required to be communicated to the Audit Committee by the independent registered public accounting firm.
    ● Obtain from the independent registered public accounting firm reports regarding all critical accounting policies and practices and all critical judgments and estimates to be used by the Company; reports regarding all alternative treatments of financial information within generally accepted accounting principles that have been discussed with Company’s management, ramifications of the use of such alternative disclosures and treatments, and the treatment preferred by the independent registered public accounting firm; other material written communications between the independent registered public accounting firm and Company’s management (e.g., management letter and schedule of unadjusted differences); and all other communications required by law.
    ● Review with management and the independent registered public accounting firm their judgments about the quality and acceptability of critical accounting principles and the clarity of the financial disclosure practices used or proposed to be used, and particularly the degree of aggressiveness or conservatism of the Company’s accounting practices and principles and underlying estimates, including the report provided by independent registered public accounting firm pursuant to the preceding paragraph.
    ● Make inquiries of the independent registered public accounting firm whether all material correcting adjustments identified by the independent registered public accounting firm have been reflected in the financial statements.
    ● Review with management and the independent registered public accounting firm the effect of regulatory and accounting initiatives, as well as off-balance sheet arrangements, on the financial statements of the Company.
15. Discuss all required communications with the independent registered public accounting firm including the matters required to be discussed by Statement on Accounting Standards No. 61, Rule 2-07 of Regulation S-X of the SEC and other applicable rules and regulations.
16. Review with the Chief Executive Officer and Chief Financial Officer the contents of the periodic Chief Executive Officer and Chief Financial Officer certification statements required by the SEC and NYSE in advance of their filing. Make inquiries of the Chief Executive Officer, Chief Financial Officer and other managers to assess the quality of the due diligence performed by management in advance of such certifications.
17. Establish and maintain procedures for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls, auditing and legal issues. Establish and maintain procedures for the confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting, internal accounting controls, auditing or legal issues.
18. Oversee the internal audit function of the Company including its objectivity, responsibilities, competence, the proposed audit plans for the coming year, the coordination of such plans with the independent registered public accounting firm, the quality and timeliness of internal audit activities and the budget and staffing of the internal audit function.
19. Receive and review, prior to each meeting, a summary of findings from completed internal audits and a status report on the annual internal audit plan, with explanations for any deviations from the original plan. At its discretion, the Audit Committee may seek copies of particular internal audits. All deviations from the original internal audit plan shall be approved in advance by the Audit Committee.
20. Review annually the adequacy and competency of the outside professional firm engaged to perform the Company’s internal audit function and, as necessary, replace the outside firm. The outside internal audit firm shall have ultimate accountability to the Audit Committee.
21. Provide a regular and sufficient opportunity for the internal and independent registered public accounting firm to meet separately with the Audit Committee without members of management present. Among the items to be discussed in these meetings are the internal and independent registered public accounting firm’s evaluation of the performance and capabilities of the Company’s financial, accounting, information systems and legal personnel; the cooperation that the internal and independent registered public accounting firm received during the course of their audits; any audit problems or difficulties, including any restrictions on the scope of the independent registered public accounting firm’s activities or access to requested information, any significant disagreements with management and management’s response to all such difficulties; whether the independent registered public accounting firm was satisfied with the quality and integrity of the financial statements, whether any officers or directors attempted to take or took action to coerce, manipulate, mislead or fraudulently influence them in the conduct of their audit engagement and such other matters as the Audit Committee may choose.
22. Review with the Chief Financial Officer, at least annually, the capabilities and performance of key members of the corporate finance and accounting organization, as well as at the principal business units of the Company.
23. Review, at least annually, summaries of the expense reimbursements made to executive officers of the Company, as defined under the Securities Exchange Act, for compliance with the Company’s written policies and practices.
24. Make available to the Board of Directors the minutes of all meetings of the Audit Committee and review the matters discussed at each Audit Committee meeting with the Board of Directors, including any issues that arise with respect to the quality or integrity of the Company’s financial statements, the Company’s compliance with legal or regulatory requirements, the performance and independence of the Company’s independent registered public accounting firm or the performance of the internal audit function.
25. Investigate any matter brought to its attention which falls within its duties and as needed, retain outside resources, including independent counsel and accounting and other advisors. The retention of such independent counsel and other advisors will be promptly reported to the full Board of Directors. The Company shall provide for appropriate funding, as determined by the Audit Committee, for payment of compensation to the independent registered public accounting firm of the Company and to any such advisors employed by the Audit Committee and for administrative expenses of the Audit Committee that are necessary or appropriate in carrying out its duties.
26. Prepare annually a report of the Audit Committee for inclusion in the Company’s annual proxy statement. The report shall include any and all information required by the SEC.
27. Include a copy of the then current Audit Committee Charter as an appendix to the Company’s annual proxy statement at least once every three years, or more frequently if substantive changes are made to the Charter.
28. Establish clear hiring restrictions and policies for current or former employees of the independent registered public accounting firm.
29. Conduct annually a self-assessment of its performance during the previous year. In addition, the Governance Committee of the Board of Directors will conduct an annual assessment of the Audit Committee. The purpose of these assessments is to increase the effectiveness of the Audit Committee and its members. Compliance with the responsibilities listed in this Charter shall form the principal criteria for such assessments, as well as such other factors and circumstances as are determined appropriate by the Audit Committee and the Governance Committee.