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The Board shall designate one member of the Committee as its chairperson. The affirmative vote of a majority of the members of the Committee is necessary for the adoption of any resolution. The Committee may create one or more subcommittees and may delegate, in its discretion, all or a portion of its duties and responsibilities to such subcommittee.

4. Duties and Responsibilities

The Committee periodically shall meet separately with management and with the independent auditor.

Members of the Committee may participate in a meeting of New Mens Air Max 2015

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Each member of the Committee shall be financially literate, as such qualification is interpreted by the Board in its business judgment, or must become financially literate within a reasonable period of time after appointment to the Committee.

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the performance and independence of the Company independent auditor; and

the quality or integrity of the Company financial statements;

the Committee by means of conference call or similar communications arrangements by means of which all persons participating in the meeting can hear each other. An agenda and minutes for the meetings may be prepared to document the Committee discharge of its responsibilities.

´╗┐Audit Committee Charters

the Company compliance with legal and regulatory requirements.

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Board; Review of Committee Performance and Charter

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The Committee duties and responsibilities shall include each of the items enumerated in this Section 4 and such other matters as may from time to time be delegated to the Committee by the Board.

Securities and Exchange Commission (the "SEC"), and (c) to perform such other duties as may be required of it by the Board from time to time.

Reports to 2015 Air Max Mens Black

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The Committee shall consist of at least two members. The members of the Committee shall be appointed by the Board on the recommendation of the Board, which shall recommend for Committee membership such directors as it believes are qualified. Members of the Committee shall serve at the pleasure of the Board and for such term or terms as the Board may determine. The Board may also appoint additional members of the Committee, including a member who is qualified as an independent director and committee financial expert as defined under the rules of the SEC and as such qualification is interpreted by the Board in its business judgment.

The Committee shall report regularly to the Board and review with the Board any issues that arise with respect to:

the matters required to be discussed by Statement on Auditing Standards 61, as it may be modified or supplemented, relating to the conduct of the audit;

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the audit process, including, without limitation, any problems or difficulties encountered in the course of the performance of the audit, including any restrictions on the independent auditor activities or access to requested information imposed by management, and management response thereto, and any significant disagreements with management; and

The Committee shall, at least annually, discuss with the independent auditor, out of the presence of management if deemed appropriate:

any members of or consultants to the Committee, and to provide such information as the Committee deems necessary or desirable.

The Committee shall have a regularly scheduled meeting at least once every fiscal quarter, at such times and Nike Air Max Tavas Se places as shall be determined by the Committee chairperson, and may have such additional meetings as the Committee chairperson or a majority of the Committee members deem necessary or desirable. The Committee may request (a) any officer or employee of the Company, (b) the Company outside counsel or (c) the Company independent auditor to attend any meeting (or portions thereof) of the Committee, or to meet with Nike Air Max Tavas Beige

The Committee shall review and re assess annually the adequacy of this Charter and recommend any proposed changes to the Board for approval. The Committee shall be responsible for resolving disagreements between management and each such independent auditor regarding financial reporting.

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