Policy for Hiring of Employees or Former Employees of the Independent Auditors

Statement of Purpose

Pursuant to Section 206 of the Sarbanes-Oxley Act of 2002 (“SOX”), it is unlawful for a registered public accounting firm to perform for an issuer any audit service, if a chief executive officer, controller, chief financial officer, chief accounting officer, or any person serving in an equivalent position for the issuer, was employed by that registered independent public accounting firm and participated in any capacity in the audit of that issuer during the one-year period preceding the date of the initiation of the audit.

Statement of Authority

Pursuant to the Charter of the Audit Committee, the Audit Committee is responsible for recommending approving guidelines for the Company’s hiring of former employees of the independent auditors, which shall meet the requirements of applicable law.

Policy

The Committee has approved the following policy for hiring employees or former employees of the independent auditorss.

1. The Company shall not hire a former partner, principal, shareholder or professional employee of its independent auditors for a position with the Company in an accounting role (as defined below) or a financial reporting oversight role (as defined below), if such individual was the lead or concurring partner, or any other member of the audit engagement team who provided more than ten hours of audit, review, or attest services for the Company, unless in each case the employment with the independent auditors terminated at least one year prior to the date that audit procedures commenced for the fiscal period that includes the date of initial employment of the former audit engagement team member.

2. The prohibition contained in paragraph 1 hereof shall not apply if an employee or former employee of the independent auditors is hired by the Company for a position other than a position involving accounting or financial reporting oversight.

3. The Company shall not hire a current partner, principal, shareholder or professional employee of its independent auditors to serve as a member of its board of directors.

4. The Company shall not hire the spouse, spousal equivalent, parent, dependent, nondependent child or sibling of a covered person in an accounting role or financial reporting oversight role.

5. For purposes hereof, an “accounting role” means a role in which a person is in a position to, or does, exercise more than minimal influence over the contents of the accounting records or anyone who prepares them.

6. For the purposes hereof, a “financial reporting oversight role” means a role in which an individual is in a position to, or does, exercise influence over the contents of the financial statements or related information (such as management’s discussion and analysis) to be filed with securities regulators, or influence over anyone who prepares financial statements or related information, such as when the individual is a member of the board of directors or similar management or governing body, chief executive officer, president, chief financial officer, chief operating officer, general counsel, chief accounting officer, controller, director of internal audit, director of financial reporting, treasurer, or any equivalent position.

7. The audit engagement team includes all partners and professional employees who participate in an audit, review or attestation engagement of the Company, including audit partners and all persons who consult with others on the audit engagement team during the audit, review or attestation engagement regarding technical or industry-specific issues, transactions or events.

8. For purposes hereof, a “covered person” means the following partners, principals, shareholders and employees of an independent auditors:

• The audit engagement team;
• The chain of command (i.e., all persons who (i) supervise or have direct management responsibility for the audit, including at all successively senior levels through the independent auditors’s chief executive; (ii) evaluate the performance or recommend the compensation of the audit engagement partner; or (iii) provide quality control or other oversight of the audit);
• Any other partner, principal, shareholder or managerial employee of the independent auditors who has provided ten or more hours of non-audit services to the Company for the period beginning on the date such services are provided and ending on the date the independent auditors signs the report on the financial statements for the fiscal year during which those services are provided, or who expects to provide ten or more hours of non-audit services to the audit client on a recurring basis; and
• Any other partner, principal or shareholder from an office of the independent auditors in which the lead audit engagement partner primarily practices in connection with the audit.

9. For purposes hereof, audit procedures are deemed to have commenced for the current audit engagement period the day after the prior year’s periodic annual report is filed with securities regulators. The audit engagement period for the current year is deemed to conclude the day the current year’s periodic annual report is filed with securities regulators.

10. The Company shall, prior to making a decision to hire any current or former employee of the independent auditors, discuss it with the Company’s General Counsel prior to making a hiring decision and provided that such hiring is in a non accounting or financial reporting oversight role, such hiring shall be reported to the Audit Committee at its next scheduled meeting. The Company shall obtain the approval of the Audit Committee to hire any employee or former employee of the independent auditors in an accounting or financial reporting oversight role.

11. The following exemptions shall apply to this hiring policy:

a. Individuals employed by the Company as a result of a business combination between any entity that is also an audit client of the independent auditors and the Company, provided employment was not in contemplation of the business combination and the Audit Committee is aware of the prior employment relationship; or
b. Individuals employed by the Company due to an emergency or other unusual circumstance, provided that the Audit Committee determines that the relationship is in the interest of the shareholders.