Each member of the audit committee shall be a member of the board of directors of the issuer, and shall otherwise be independent.
"Independent" is defined as not receiving, other than for service on the board, any consulting, advisory, or other compensatory
fee from the issuer, and as not being an affiliated person of the issuer, or any subsidiary thereof.
The SEC may make exemptions for certain individuals on a case-by-case basis.
The audit committee of an issuer shall be directly responsible for the appointment, compensation, and oversight of the work
of any registered public accounting firm employed by that issuer.
The audit committee shall establish procedures for the "receipt, retention, and treatment of complaints" received by the issuer
regarding accounting, internal controls, and auditing.
Each audit committee shall have the authority to engage independent counsel or other advisors, as it determines necessary
to carry out its duties.
Each issuer shall provide appropriate funding to the audit committee.