The Audit Committee shall

(i) assist the Board in fulfilling the Board's oversight responsibilities with respect to

(a) the integrity of the financial statements of the Company,
(b) the Company's compliance with legal and regulatory requirements,
(c) the independent auditor's qualifications and independence,
(d) the performance of the Company's internal audit function and independent auditor;

(ii) prepare the Audit Committee's report, made pursuant to the federal securities laws, to be included in the Company's annual proxy statement (the "Audit Committee Report").
 

The purpose of the Human Resources and Compensation Committee (the "Committee") is to assist the Board in fulfilling its oversight responsibilities relating to:
(i) compensation of the Company's executives;
(ii) overall member relations and morale;
(iii) human resource policy and related regulatory compliance issues;
(iv) compensation and benefits practices;
(v) the selection, performance, compensation, development, and succession of key executives;
(vi) the evaluation of the Chairman and Chief Executive Officer, (both positions if separate).
 

This Committee has primarily an external focus towards shareholders, communities, and the public and a focus on the Board itself and corporate governance.

The purpose of the Public Policy and Corporate Governance Committee (the "Committee") is to

(a) identify individuals qualified to serve as directors of the Company consistent with criteria approved by the Board,
(b) recommend that the Board select the director nominees for the next annual meeting of stockholders,
(c) develop and recommend to the Board corporate governance principles applicable to the Company,
(d) monitor and evaluate the Company's corporate governance practices and adherence to its Vision Statement,
(e) oversee the evaluation of the Board and the Company,
(f) oversee the finance policy and capital structure of the Company.
  

The purpose of the Crisis Response and Communication Committee is:

(a) to be in charge of conducting the Corporation’s response and public communications when crisis events occur when it is impossible, or not appropriate, for the Chief Executive Officer or other authorized, senior officers of the Corporation, to be in charge of the response and public communications,
(b) to oversee the preparation of periodic review of the Board of Directors Crisis Response and Communication Plan.