The purpose of the Audit Committee shall be to (a) assist the Board of Directors of the Company in its oversight of (1) the integrity of the Company's financial statements, (2) the Company's compliance with legal and regulatory requirements, (3) the Registered Public Accounting Firm's (the "Public Accounting Firm") qualifications and independence, and (4) the performance of the Company's internal audit function and Public Accounting Firm; (b) prepare an audit committee report as required by the rules of the Securities and Exchange Commission (the "SEC") to be included in the Company's annual proxy statement and (c) perform such other functions as set forth herein, which shall be deemed to include the duties and responsibilities set forth in Section 10A-3 of the Securities Exchange Act of 1934, as amended (the "Act").
It is not the duty of the Audit Committee to prepare the Company's financial statements, to certify that the Company's financial statements and disclosures are completely accurate and are in accordance with generally accepted accounting principles and applicable rules and regulations, to attest to the Company's internal controls, to plan or conduct the audit or to guarantee the Public Accounting Firm's report. These are the responsibility of management and the Public Accounting Firm. The Audit Committee is charged with the oversight roles for these functions as set out in this Charter.
Moreover, it is not the duty of the Audit Committee to assure the Company's compliance with laws and regulations or the Company’s and its employees’ compliance with the Company's Code of Business Conduct. The primary responsibility for these matters also rests with the Company's management. Also, it is not the duty of the Audit Committee to assure the Board of Directors’ compliance with the Company’s Code of Ethics for Board of Directors. The primary responsibility for such compliance rests with the Board of Directors and Company's management.
The Board of Directors and the Audit Committee also recognize that meeting the responsibilities of an Audit Committee requires a degree of flexibility. To the extent that procedures included in this Charter go beyond what is required of an Audit Committee by existing law and regulation, such procedures are meant to serve as guidelines rather than inflexible rules and the Audit Committee is encouraged to adopt such different or additional procedures as it deems necessary from time to time to fulfill its functions.
The Audit Committee will primarily fulfill its responsibilities by carrying out the activities enumerated in Section V of this Charter.