The purpose of the Information Technology Oversight Committee is to:
Appraise major information technology ("IT") related projects and technology architecture
decisions;
Ensure that the Company's IT programs effectively support the Company's business objectives
and strategies;
Advise the Company's senior IT management team; and
Advise the Board of Directors on IT related matters.
Membership and Subcommittees
Membership and Subcommittees
The Information Technology Oversight Committee shall consist of such number of members of the
Board of Directors as shall be appointed by the Board from time to time, but in no event shall
the Committee consist of fewer than three members. The Board of Directors shall designate the
Chairperson of the Committee. The Board of Directors may change the membership of the Committee
at any time.
Unless otherwise prohibited by the Company's Certificate of Incorporation or Bylaws, the
Information Technology Oversight Committee may form and delegate authority to any subcommittee
as it deems appropriate or advisable.
Functions, Powers and Responsibilities
The Information Technology Oversight Committee shall:
IT Projects
1.
Appraise and critically review the financial, tactical and strategic benefits of proposed
major IT related projects and technology architecture alternatives.
2.
Appraise and critically review the progress of major IT related projects and technology
architecture decisions.
3.
Make recommendations to the Board of Directors with respect to IT related projects and investments
that require Board approval.
IT Security
4.
Monitor the quality and effectiveness of the Company's IT security.
5.
Periodically review and appraise the Company's IT disaster recovery capabilities.
Internal Controls
6.
Monitor the quality and effectiveness of IT systems and processes that relate to or affect
the Company's internal control systems.
7.
Periodically report to and consult with the Audit Committee of the Board of Directors regarding
IT systems and processes that relate to or affect the Company's internal control systems.
Advisory Role
8.
Advise the Company's senior IT management team.
9.
Stay informed of, assess and advise the Company's senior IT management team with respect
to new technologies, applications and systems that relate to or affect the Company's IT strategy
or programs.
Other
10.
Annually review the Committee's own performance, and report the results of such review to the
Board of Directors.
11.
Annually review and reassess the adequacy of this charter and recommend any proposed changes to
the Board of Directors for approval.
12.
Report regularly to the Board of Directors on matters within the scope of the Committee, as well as
any special issues that merit the attention of the Board.
13.
Perform such other duties as are necessary or appropriate to ensure that the Company's IT programs
effectively support the Company's business objectives and strategies, or as the Board of Directors
may from time to time assign to it.
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