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CHARTER OF THE COMPLIANCE COMMITTEE
Adopted October 14, 2014
The Compliance Committee assists the board of directors of the
Corporation (the Board ) with overseeing the Corporation s activities in the areas of compliance with laws and regulations applicable to its business.
The Committee shall have the authority to undertake the specific duties and responsibilities described below and the authority to undertake
such other duties as are assigned by law, the Corporation s certificate of incorporation or bylaws, or by the Board.
shall have the power to delegate its authority and duties to subcommittees or individual members of the Committee, as it deems appropriate in accordance with applicable laws and regulations and the requirements of the NASDAQ Stock Market Rules.
The Committee shall have the power to retain counsel, accountants, auditors or other advisors as and on such terms as the Committee deems
appropriate to discharge its duties and responsibilities. However, the Committee shall not engage the Corporation s independent auditors to perform any services without approval of the Audit Committee. The Committee shall receive appropriate
funding, as determined by the Committee, from the Corporation to pay any such counsel, accountants, auditors or other advisors.
The Committee shall consist of as many members as the Board shall determine,
but in any event not fewer than three (3) members. The members of the Committee shall be appointed annually by the Board upon the recommendation of the Nominating and Corporate Governance Committee (the Governance Committee ).
However, all meeting minutes will be distributed to each committee members as well as the Chairman of the Board and CEO of the Corporation (if not the same person). Quarterly summary reports will be prepared for the Committee by the Compliance
Officer or delegate in conjunction with members of management of the Corporation.
The Chair of the Committee shall be appointed by the Board upon recommendation of the Governance
The members of the Committee may be removed or replaced, and any vacancies on the Committee shall be filled, by the Board upon
the recommendation of the Governance Committee.
The Committee shall oversee the Corporation s activities in the
area of corporate compliance ( Corporate Compliance Program ) that may impact the Corporation s business operations or public image, in light of applicable government and industry standards, as well as legal and business trends
and public policy issues.
The Committee shall assess management s implementation of the Corporate Compliance Program elements,
The Corporate Compliance Officer will report to the Committee any
data suggesting significant non-compliance that could affect the Compliance Program or the Corporation. Any data suggesting significant non-compliance involving any of the business operations shall be reported to the Board immediately.
The Committee also shall oversee the Corporation s activities in the area of corporate responsibility that may have an impact on the
Corporation s business operations or public image, in light of political and social trends and public policy issues. The Committee shall assess management s implementation of the corporate responsibility programs which may include its
political contributions and its public policy positions with respect to pending legislative or other initiatives; and the processes by which the Corporation makes charitable contributions.
The Committee shall conduct an annual evaluation of its effectiveness. The
Committee shall review and reassess its Charter on a periodic basis and submit any recommended changes to the Board for its consideration. The Committee shall perform such other functions and have such other powers as may be necessary or convenient
for efficient discharge of its duties.