Audit Committee Checklist for a Foreign Private Issuer (FPI)

May 2006
This checklist was compiled based on the requirements of the Sarbanes-Oxley Act of 2002, the SECs rules to implement the SarbanesOxley Act, and the 2003 New York Stock Exchange (NYSE) and Nasdaq corporate governance listing standards related to listed company audit committees. The checklist is not intended to be a comprehensive outline of all audit committee responsibilities. The last column is intended to be used as a worksheet to document status of compliance and action steps needed to comply. Further information, tools, and resources to assist audit committees in executing the responsibilities outlined herein are available on Audit Committee Online, Deloitte & Touche LLPs Web site developed specifically for audit committee members. For instructions on accessing Audit Committee Online, please send an email to auditcommittee@deloitte.com.

This checklist contains general information only and should not be relied upon for accounting, business, financial, investment, legal, tax, or other professional advice or services. This checklist is not a substitute for such professional advice of services, nor should it be used as a basis for any decision or action that may affect you or your business. Before making any decision or taking any action that may affect you our your business, you should consult a qualified professional advisor. The checklist may change in material respects; we are under no obligation to update such information. Neither Deloitte & Touche LLP, Deloitte Touche Tohmatsu, nor any of their affiliates or related entities shall have any liability to any person or entity who relies on this checklist. Results From Key: Sarbanes-Oxley Nasdaq Standards NYSE Standards and/or Commentary to Standards Both NYSE and Nasdaq Standards

Requirement

Results From

Compliance Date-Foreign Private Issuers (1)

Compliance Date- General Domestic U.S. Filers

Status and Actions to Comply

General Role and Responsibilities All audit committee members meet the independence requirements, including those related to compensation and affiliations, of the Sarbanes-Oxley Act. (Section 301) All audit committee members meet the independence requirements of the applicable exchange listing standards.

July 31, 2005

To the extent that the standards are incremental to the audit committee member independence requirements of the Sarbanes-Oxley Act, FPIs are exempt from this requirement FPIs are exempt from this requirement

First annual shareholders meeting occurring after January 15, 2004, but no later than October 31, 2004 First annual shareholders meeting occurring after January 15, 2004, but no later than October 31, 2004

The audit committee is comprised of at least three people.

First annual shareholders meeting occurring after January 15, 2004, but no later than October 31, 2004 First annual shareholders meeting occurring after January 15, 2004, but no later than October 31, 2004 First annual shareholders meeting occurring after January 15, 2004, but no later than October 31, 2004

The audit committee has the authority to engage independent counsel and other advisers, as it deems appropriate. (Section 301) The audit committee has the authority to determine funding for the appropriate compensation of the independent auditors, other advisors that the audit committee chooses to engage, and ordinary administrative expenses of the audit committee. (Section 301) In the annual filing with the SEC, disclose whether at least one member of the audit committee qualifies as an audit committee financial expert. If the board determines that at least one member fulfills the SEC criteria, disclose the name of that individual and whether he or she is independent of management. If the board determines there is no audit committee financial expert, disclose why the company does not have a qualifying individual. (Section 407)

July 31, 2005

July 31, 2005

Disclosure of existence of audit committee financial expert and name required for fiscals years ended on or after July 15, 2003; disclosure of independence required for fiscal years ending on or after July 31, 2005

Fiscal years ending on or after July 15, 2003

All audit committee members are able to read and understand financial statements at the time of their appointment (rather than within a reasonable period of time after appointment, as was the case under pre-existing requirements). The audit committee has a formal, written charter that is reviewed annually and addresses the items required by applicable rules. The audit committee meets periodically with management, the internal auditor, and the independent auditor in separate executive sessions.

FPIs are exempt from this requirement

First annual shareholders meeting occurring after January 15, 2004, but no later than October 31, 2004 First annual shareholders meeting occurring after January 15, 2004, but no later than October 31, 2004 Audit committee charter had to include this requirement by the first annual shareholders meeting occurring after January 15, 2004, but no later than October 31, 2004 Audit committee charter had to include this requirement by the first annual shareholders meeting occurring after January 15, 2004, but no later than October 31, 2004 Audit committee charter had to include this requirement by the first annual shareholders meeting occurring after January 15, 2004, but no later than October 31, 2004

FPIs are exempt from this requirement

FPIs are exempt from this requirement

The audit committee reports regularly to the board of directors.

FPIs are exempt from this requirement

An annual performance assessment of the audit committee is performed.

FPIs are exempt from this requirement

Independent Auditor The audit committee is directly responsible for the appointment, compensation, retention, and oversight of the work of the independent auditor. This includes the oversight of resolution of disagreements with management regarding financial reporting. (Section 301) The audit committee holds timely discussions (i.e., prior to SEC filing) with the independent auditor regarding: 1) critical accounting policies and practices; 2) alternative treatments within Generally Accepted Accounting Principles that have been discussed with management, ramifications of the use of such alternative disclosure and treatments, and the treatment preferred by the independent auditor; and 3) other material written communications between the independent auditor and management, including, but not limited to, the management

July 31, 2005

First annual shareholders meeting occurring after January 15, 2004, but no later than October 31, 2004

May 6, 2003

May 6, 2003

letter and schedule of unadjusted differences. (Section 204) The audit committee (or the appropriate designated member(s) of the audit committee, whose decisions shall be presented to the full audit committee at its next scheduled session), pre-approves (which may be pursuant to preapproval policies and procedures) all services provided by the independent auditor. (Section 202) The audit committee establishes clear hiring policies, compliant with governing laws and regulations, for employees or former employees of the independent auditor. (Such policies should be in accordance with the SECs rule to implement Section 206 of the Sarbanes-Oxley Act, which requires a cooling-off period for former employees of the independent auditor.) The audit committee reviews with the independent auditor any audit problems or difficulties and managements response. Such reviews should include a discussion concerning the responsibilities, budget, and staffing of the internal audit function. To assist in evaluating the auditors performance, qualification, and independence, the audit committee obtains and reviews (at least annually) a report by the independent auditor describing: 1) the firms internal quality control procedures; 2) any material issues raised by the most recent internal quality control review, or peer review, or by any inquiry or investigation by governmental or professional authorities, during the preceding five years, with respect to independent audits carried out by the firm, and any steps taken to deal with any such issues; and 3) all relationships between the independent auditor and the company. The report is used in evaluating the independent auditor and the lead audit partner, in ensuring the regular rotation of the lead audit partner, and in considering rotation of the audit firm. May 6, 2003 May 6, 2003

FPIs are exempt from this requirement

Audit committee charter had to include this requirement by the first annual shareholders meeting occurring after January 15, 2004, but no later than October 31, 2004

FPIs are exempt from this requirement

Audit committee charter had to include this requirement by the first annual shareholders meeting occurring after January 15, 2004, but no later than October 31, 2004 Audit committee charter had to include this requirement by the first annual shareholders meeting occurring after January 15, 2004, but no later than October 31, 2004

FPIs are exempt from this requirement

Financial Reporting and Compliance The audit committee meets with management and the

FPIs are exempt from this

Audit committee charter had to

independent auditor to discuss the annual audited financial statements and quarterly financial statements, including the companys disclosures under Managements Discussion and Analysis of Financial Condition and Results of Operations. The audit committee reviews and discusses with management all Section 302 and 906 certifications required by SarbanesOxley. (Sections 302 and 906) The audit committee reviews managements report on internal control and the independent auditors attestation on managements assertion as required by Section 404 of the Sarbanes-Oxley Act. (Section 404)

requirement

include this requirement by the first annual shareholders meeting occurring after January 15, 2004, but no later than October 31, 2004 Effective in 2002

Effective in 2002

For FPIs that are accelerated filers, fiscal years ending on or after July 15, 2006; for all others, fiscal years ending on or after July 15, 2007 FPIs are exempt from this requirement

Varies depending on whether the filer is an accelerated filer

The audit committee reviews and discusses earnings press releases, including the type and presentation of information, paying particular attention to any use of pro forma or adjusted non-GAAP information, as well as financial information and earnings guidance provided to analysts and ratings agencies.

Audit committee charter had to include this requirement by the first annual shareholders meeting occurring after January 15, 2004, but no later than October 31, 2004

Financial Reporting Process, Internal Control, Risk Management, and Accounting Policies The audit committee establishes procedures for: 1) the receipt, retention, and treatment of complaints regarding accounting, internal accounting controls, and auditing matters 2) the confidential, anonymous submission by company employees of concerns regarding questionable accounting or auditing matters. (Section 301) The audit committee reviews major issues regarding accounting principles and the presentation of financial statements, including any significant changes in the companys selection or application of accounting principles, major issues regarding the adequacy of the companys internal controls, and any special audit steps adopted in light of material control deficiencies. The audit committee reviews analyses prepared by management and/or the independent auditor setting forth significant financial reporting issues and judgments made in

July 31, 2005

First annual shareholders meeting occurring after January 15, 2004, but no later than October 31, 2004

FPIs are exempt from this requirement to the extent that it is incremental to the requirements of Section 204 of the Sarbanes-Oxley Act (see above)

Audit committee charter had to include this requirement by the first annual shareholders meeting occurring after January 15, 2004, but no later than October 31, 2004

FPIs are exempt from this requirement to the extent that it is incremental to the

Audit committee charter had to include this requirement by the first annual shareholders meeting

connection with the preparation of the financial statements, including analyses of the effects of alternative GAAP methods on the financial statements. The audit committee reviews the effect of regulatory and accounting initiatives, as well as off-balance sheet structures, on the financial statements.

requirements of Section 204 of the Sarbanes-Oxley Act (see above) FPIs are exempt from this requirement

occurring after January 15, 2004, but no later than October 31, 2004

The audit committee discusses the companys policies with respect to risk management, including appropriate guidelines and policies to govern the process, as well as the companys major financial risk exposures and the steps management has undertaken to control them. The audit committee, or another independent body of the board, reviews and approves all related-party transactions.

FPIs are exempt from this requirement

Audit committee charter had to include this requirement by the first annual shareholders meeting occurring after January 15, 2004, but no later than October 31, 2004 Audit committee charter had to include this requirement by the first annual shareholders meeting occurring after January 15, 2004, but no later than October 31, 2004 January 15, 2004

FPIs are exempt from this requirement

Audit Committee: Internal Audit An internal audit function is maintained.

FPIs are exempt from this requirement

First annual shareholders meeting occurring after January 15, 2004, but no later than October 31, 2004

(1) For requirements from which FPIs are exempt, such exemption is automatic for NYSE-listed FPIs. However, Nasdaq-listed FPIs must apply for the exemption.

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