1.Appointing the independent auditors and pre-approving all auditing and non-auditing services permitted to be performed by the independent auditors;
2.Reviewing with the independent auditors any audit problems or difficulties and management's response;
3.Discussing the annual audited financial statements with management and the independent auditors;
4.Reviewing the adequacy and effectiveness of our accounting and internal control policies and procedures and any steps taken to monitor and control major financial risk exposures;
5.Overseeing the fairness and appropriateness of our proposed related party transactions;
6.Reviewing and approving all proposed related party transactions;
7.Meeting separately and periodically with management and the independent auditors;
8.Monitoring compliance with our code of business conduct and ethics, including reviewing the adequacy and effectiveness of our procedures to ensure proper compliance.