GENC Gencor Industries Inc

PROPOSAL 1

ELECTION OF DIRECTORS

The Company’s Certificate of Incorporation provides that 75% (calculated to the nearest whole number, rounding a fractional number of five-tenths (.5) to the next highest whole number) of the members of the Board of Directors shall be elected by Class B Stockholders voting separately as a class.

Pursuant to the Company’s Bylaws, the Board of Directors has fixed the number of Directors at five. Each Director elected at the Annual Meeting shall hold office until his respective successor has been elected and qualified, or until such individual’s earlier resignation or removal. Vacancies may be filled by a majority vote of the remaining Directors then in office.

The Board of Directors has selected the following person as nominee for election by the holders of Common Stock as a Director at the 2023 Annual Meeting of Stockholders:

General John G. Coburn (Ret.)

Experience, Qualifications, Attributes, and Skills:

General John G. Coburn: Four Star General John Coburn has served as a Director of the Company since 2019. General Coburn is a former Chairman of ST Engineering North America, which he joined in November 2001 as Chief Executive Officer. Prior to joining ST Engineering North America, General Coburn served as a Four Star Commanding General, U.S. Army Material Command. He retired from the Army in 2001. General Coburn has extensive experience, both international and domestic, in Asia, Europe, the Middle East and Latin America, having had offices and businesses in those areas of the world. General Coburn was a director of Genasys Inc. (“Genasys”) from July 2013 to October 2021 and Chairman of Genasys’ board of directors from March 2015 to October 2021. General Coburn is a distinguished military graduate of Eastern Michigan University, where he holds a Bachelor of Arts degree in Education. General Coburn also attended the U.S. Army Command and General Staff College, and the University of Kansas, where he earned a Master of Arts degree in political science, and has a Juris Doctor degree from the University of Missouri, School of Law.

The affirmative vote of Stockholders holding a plurality of the Company’s issued and outstanding Common Stock in attendance at the meeting, either in person or by proxy, is required to approve this proposal. Abstentions and broker non-votes will have no effect.

The Board of Directors has selected the following persons as nominees for election by the holders of Class B Stock as Directors at the 2023 Annual Meeting of Stockholders:

E.J. Elliott

Marc G. Elliott

Walter A. Ketcham, Jr.

Thomas Vecchiolla

Experience, Qualifications, Attributes, and Skills:

E.J. Elliott: Mr. E.J. Elliott is the Founder and Executive Chairman of the Company. Mr. Elliott served as Chief Executive Officer from 1968 to 2016. Mr. Elliott’s long tenure has provided him with detailed knowledge of the Company. He has structured and overseen its growth and transformation over the Company’s history. He has been active and held leadership positions in virtually all national and many international associations dealing with heavy machinery manufacturing, and the nation’s highway systems, and has insightful relationships with senior industry executives on a global basis. These leadership experiences allow Mr. Elliott to communicate relevant information about the Company to the Board of Directors efficiently and effectively. He has extensive operational experience that provides the Board of Directors with timely and valuable insights into Company financial reports, opportunities, and risks. Mr. Elliott’s broad education and experience in business allow him to contribute to a wide variety of Board of Directors’ processes and decisions.

Marc G. Elliott: Mr. Marc G. Elliott joined the Company in 1988 and has served in numerous positions in virtually all areas and operations of the Company. Mr. Elliott has served as an executive officer of the Company since 1993 and was promoted to President of the Company in 2005. During his tenure with the Company he has held numerous positions including President - Construction Equipment Group, President of General Combustion Corporation, Vice President of Marketing and Director of Financial Services for the Company. Mr. Elliott also served as the Acting Chief Financial Officer of the Company from September 2010 to May 2012. Mr. Elliott has been active in several industry organizations including National Asphalt Pavement Association, Construction Equipment Manufacturer’s Association, Association of Equipment Manufacturer’s, National Stone Sand & Gravel Association, and American Road & Transportation Builder’s Association.

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Walter A. Ketcham, Jr.: Walter A. Ketcham, Jr. has served as a Director of the Company since October 2021. He has been practicing law as a civil trial lawyer for over 48 years. Mr. Ketcham is a member of the Orange County Bar Association, the Florida Board and the American Board of Trial Advocates where he was elected “Trial Lawyer of the Year in 2016.” In addition to practicing law in his community, he has served as the Chairman of the Orlando-Orange County Expressway Authority from February 20, 2009 to 2015, Chairman of the Board of the Mennello Museum in Orlando since 2016, has been on the Board of the United Safety Council since 2019 and is a board member of the Michael Mennello Foundation. He is a graduate of Stetson University where he holds a Bachelor degree in Business Administration and a degree as a Doctor of Juris Prudence from Stetson University College of Law.

Thomas Vecchiolla: Thomas A. Vecchiolla has served as a Director of the Company since July 2021. He has is currently a Co-CEO, Director and Operating Partner of First Light Acquisition Group (NYSE: FLAG), a special purpose acquisition company (SPAC). An accomplished industrials executive, Mr. Vecchiolla has over 40 years of leadership and experience in operations, global sales, organic and inorganic growth, and resource management. Prior to these roles, he was Chairman, CEO and President of ST Engineering North America, a subsidiary of Singapore Technologies Engineering, Ltd. Prior to joining ST, Mr. Vecchiolla established a boutique consulting firm, Artisan Consulting, LLC. Mr. Vecchiolla was President of Raytheon International, Inc. and a Vice President at Raytheon Integrated Defense Systems from 2002 through 2017. Mr. Vecchiolla was also a career US Naval Aviator, holds a Bachelor of Science from the U.S. Naval Academy and a Master of Science from the University of Southern California.

The affirmative vote of Stockholders holding a plurality of the Company’s issued and outstanding Class B Stock in attendance at the meeting, either in person or by proxy, is required to approve this proposal. Abstentions and broker non-votes will have no effect.

The Board of Directors recommends an affirmative vote FOR the above nominees.

It is the intention of the persons named in the accompanying form of proxy to nominate and, unless otherwise directed, vote such proxies for the election of the nominees named above as Directors. The Board of Directors knows of no reason why any nominee for Director would be unable to serve as a Director. If any nominee should for any reason become unable to serve, the shares represented by all valid proxies will be voted for the election of such other person as the Board of Directors may designate, or the Board of Directors may reduce the number of Directors to eliminate the vacancy.

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Dennis B. Hunt has served as Vice President of the Company since January 2005 and as Senior Vice President since August 2008. Prior to joining the Company, Mr. Hunt served as Vice President of Asphalt and Ready Mix Operations for Vulcan Materials Company, Western Division. During his prior business career Mr. Hunt was a principal and officer with Industrial Asphalt. Mr. Hunt’s grandfather, Wallace E. Hunt Sr., founded Industrial Asphalt in 1941 and the Hunt family built Industrial Asphalt into one of the largest producers of hot mix asphalt in the United States. Mr. Hunt earned a BS degree from the University of San Francisco and an MBA from California State University Bakersfield. Mr. Hunt has 40 years of experience at all levels of the asphalt and construction industry. He is recognized as an expert in the industry and is regularly invited to speak at conferences and technical meetings. His unique experience allows him to understand all the inner works of the asphalt industry and gives valuable insight into the Company’s customer’s business requirements. His industry experience, coupled with his educational background, allow him to contribute to a wide spectrum of the Company’s processes and decisions.

Eric E. Mellen has served as the Company’s Chief Financial Officer since May 2012. Previously, Mr. Mellen was Director of Corporate Development for the Company. From 1992 to 2002, Mr. Mellen worked at PricewaterhouseCoopers where he was a key member of the corporate finance, global strategy, and investment teams. Mr. Mellen worked on the due diligence and integration teams for the Price Waterhouse and Coopers & Lybrand merger, as well as the sale of PricewaterhouseCoopers Consulting to IBM Corporation in 2002. He worked in corporate finance at IBM Corporation from 2002 to 2008. Mr. Mellen’s responsibilities included pricing and financial management, as well as managing the worldwide budget of IBM’s Business Consulting Division. Mr. Mellen’s business valuation and financial advisory experience from 2008 to 2011 includes valuation and strategic planning of numerous companies across a variety of manufacturing and service industries. Mr. Mellen holds a BS in Finance and Management and an MBA and brings over 30 years of financial management experience.

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Director Attendance at Meetings

During the fiscal year ended September 30, 2022, the Board of Directors held three meetings. All of our directors participated in each of the meetings.

Compensation Committee

The Compensation Committee endeavors to ensure that the compensation program for Executive Officers is effective in attracting and retaining key executives responsible for our success and in promoting our long-term interests and those of our stockholders. The committee, without applying any specific quantitative formulas, considers such factors as revenues, net income, duties and scope of responsibility, industry standards and comparable salaries, corporate growth, profits, goals and market share increases. The functions of the Compensation Committee include reviewing and establishing compensation plans for our Executive Officers.

The two members of the Compensation Committee are John G. Coburn and Thomas Vecchiolla. The Compensation Committee met once during fiscal 2022. Currently, the Compensation Committee is comprised only of independent directors, as defined by NYSE American rules. The Compensation Committee operates under a Charter adopted by the Board of Directors, a copy of which is included as Appendix B attached hereto. The Compensation Committee does not currently have any compensation consultants under retainer. However, they may utilize consultants on an as-needed basis.

Audit Committee

The Audit Committee’s responsibilities include selecting our auditors and reviewing our audit plan, financial statements and internal accounting and audit procedures. The Audit Committee operates under a charter adopted by the Board of Directors, a copy of which is included as Appendix C attached hereto. During the fiscal year ended September 30, 2022, the Audit Committee had four meetings. John G. Coburn and Thomas Vecchiolla attended each meeting. Walter A. Ketcham, Jr. attended one meeting. The Audit Committee is currently comprised of three independent directors as defined by NYSE American rules: John G. Coburn, Walter A. Ketcham, Jr. and Thomas Vecchiolla. Mr. Vecchiolla serves as Chairman of the Audit Committee and is the audit committee financial expert.

Nominating Committee

The two members of the Nominating Committee are E. J. Elliott and Marc G. Elliott. The Nominating Committee does not have a charter, but has developed guidelines. The Nominating Committee guidelines provide that it consider for Board of Director candidates by stockholders or others and believes that for smaller companies it is desirable and beneficial to recommend board candidates who possess a proven track record in heavy manufacturing operations, understand our overall business, and are able to make maximum contribution to guiding our affairs. Accordingly, the Nominating Committee reviews recommendations of its individual members and gives considerable weight to candidates with industry-related experience and expertise that will benefit the Company. Additionally, the Nominating Committee believes that persons selected must have a serious work ethic and an ability to work as a constructive member of a team for the benefit of the stockholders. The Nominating Committee met once during fiscal 2022. The Nominating Committee does not have a formal policy with respect to diversity.

In addition to any other applicable requirements, if a stockholder desires to nominate a director for election at an annual meeting, such stockholder must (A) be a stockholder of record on both (1) the date such stockholder provides notice of such nomination to us and (2) the record date for the determination of stockholders entitled to vote at such annual meeting, and (B) have given timely notice in proper written form to our Secretary. If a stockholder is entitled to vote only for a specific class or category of directors at the annual meeting, such stockholder’s right to nominate one or more persons for election as a director at the meeting shall be limited to such class or category of directors.

To be timely in connection with the annual meeting, a stockholder’s notice shall be delivered to the Secretary at our principal executive office not less than 90 days nor more than 120 days prior to the first anniversary of the preceding year’s annual meeting. As a result, with respect to the 2024 Annual Meeting, any notice given by a stockholder pursuant to the provisions of our Bylaws must be received no earlier than December 1, 2023 and no later than January 2, 2024, unless our 2023 Annual Meeting date is advanced by more than 30 days or delayed by more than 60 days from March 31, 2023. If our 2023 Annual Meeting date is advanced by more than 30 days or delayed by more than 60 days, then notices must be received no earlier than the 120^th day prior to the 2024 Annual Meeting and no later than the close of business on the later of the 90^th day prior to the 2024 Annual Meeting or the 10^th day following the date on which the meeting date is publicly announced.

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In the event the Company calls a special meeting of stockholders for the purpose of electing one or more directors to the Board of Directors, any stockholder entitled to vote for the election of such director(s) at such meeting (and satisfying the requirements set forth above) may nominate a person or persons (as the case may be) for election to such position(s) as are specified in our notice of such meeting, but only if the stockholder notice is delivered to the Secretary at our principal executive office no later than the close of business on the 10^th day following the first day on which the date of the special meeting and either the names of all nominees proposed by the Board of Directors to be elected at such meeting or the number of directors to be elected shall have been publicly announced.

To be in proper written form, a stockholder’s notice to the Secretary must set forth (A) as to each person whom the stockholder proposes to nominate for election as a director (1) the name, business address and residence address of the person, (2) the principal occupation or employment of the person, (3) the class or series and number of shares of our capital stock if any, which are owned beneficially or of record by the person and (4) any other information relating to the person that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors pursuant to Section 14 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder; and (B) as to the stockholder giving notice (1) the name and record address of such stockholder, (2) the class or series and number of shares of our capital stock which are owned beneficially or of record by such stockholder, (3) a description of all arrangements or understandings between such stockholder and each proposed nominee and any other person or persons (including their names) pursuant to which the nomination(s) are to be made by such stockholder, (4) a representation that such stockholder intends to appear in person or by proxy at the annual meeting to nominate the person(s) named in its notice and (5) any other information relating to such stockholder that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors pursuant to Section 14 of the Exchange Act as amended and the rules and regulations promulgated thereunder. Such notice must also be accompanied by a written consent of each proposed nominee to being named as a nominee and to serve as a director if elected.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires our Directors, Executive Officers and certain stockholders to file with the Securities and Exchange Commission an initial statement of beneficial ownership and certain statements of changes in beneficial ownership of our equity. Based solely on our review of such forms received by us, the Company is unaware of any instances of noncompliance, or late compliance, with such filings during the fiscal year ended September 30, 2022.

Independent Directors

Our common stock is listed on the NYSE American. NYSE American requires that a majority of our directors be “independent,” as defined by NYSE American’s rules. Our Board of Directors has affirmatively determined that a majority of its directors are independent directors under NYSE American rules. Based on these standards, the Board of Directors has determined that our independent directors include the following current directors and nominees for director are: John G. Coburn, Walter A. Ketcham, Jr., and Thomas Vecchiolla.

Independent Director Meetings in Executive Sessions

Our independent directors meet separately from the other directors in executive sessions. Any independent director may call an executive session of independent directors at any time. The independent directors met in executive sessions as part of Audit Committee meetings during the fiscal year ended September 30, 2022.

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Stockholder Communications with Directors

Stockholders wishing to communicate with directors should send their correspondence to the individual Director or Directors in care of the Executive Chairman at 5201 N. Orange Blossom Trail, Orlando, Florida 32810. Our policy is to forward such communications to the addressees if the issues/subjects are material and relevant.

Director Attendance at Annual Meetings of Stockholders

We encourage all incumbent directors, as well as all nominees for election as director, to attend the Annual Meeting of Stockholders. Thomas Vecchiolla did not attend our Annual Meeting in 2022.

Code of Ethics

We have adopted a code of ethics that applies to our principal executive officer, principal accounting officer and persons performing similar functions. We will provide to any person without charge, upon written request, addressed to our corporate headquarters, attention Corporate Secretary, a copy of such code of ethics.

Board of Directors Leadership Structure and Independence

Our Board of Directors leadership structure is currently comprised of (i) an Executive Chairman, (ii) President of the Company, and (iii) Chairman for each of our Compensation Committee and Audit Committee.

From time to time, the entire Board of Directors reviews the Company’s leadership structure, including the positions of Executive Chairman and President. Mr. E.J. Elliott currently serves as Executive Chairman. Mr. Elliott has held this position since 1968 and is intimately familiar with our history, current business and future objectives. By serving as our Executive Chairman, Mr. Elliott is able to provide strong and consistent leadership, vision and direction as we pursue our plans.

Board of Directors Oversight of Risk

Our Board of Directors oversees risk to help ensure a successful business at the Company. While the Executive Chairman, President, Chief Financial Officer, and other members of our senior leadership team are responsible for the day-to-day management of risk, our Board of Directors is responsible for appropriate risk oversight and assisting management in addressing specific risks, such as strategic and competitive risks, financial risks, legal risks, and operational risks. The Company’s President is the Company’s principal executive officer.

The Board of Directors believes that its leadership structure facilitates its oversight of risk by combining committees and a majority independent Board of Directors composition, with an experienced Executive Chairman who has detailed knowledge of our business, history, and the complex challenges we face. The Executive Chairman’s in-depth understanding of these matters and involvement in the day-to-day management of the Company positions them to promptly identify and raise key risks to the Board of Directors and focus the Board of Directors’ attention on areas of concern. The independent committee chairs and other directors also are experienced professionals or executives who can and do raise issues for Board of Directors consideration and review, and are not hesitant to challenge management. The Board of Directors believes there is a well-functioning and effective balance between the non-management directors and the Executive Chairman and President, which enhances risk oversight.

The Board of Directors exercises its oversight responsibility for risk both directly and through its three standing committees. Throughout the year, the Board and each committee spends a portion of their time reviewing and discussing specific risk topics. The Board of Directors is kept informed of each committee’s risk oversight and related activities through non-member attendance at committee meetings and committee meeting minutes available to all directors. Strategic, operational and competitive risks are presented and discussed at the Board of Directors’ regular quarterly meetings. On at least an annual basis, the Board of Directors conducts a review of our long-term strategic plans and other members of senior management report on our top risks and the steps management has taken or will take to mitigate these risks. As needed between Board of Directors meetings, our Executive Chairman reports to the Board of Directors on the critical issues we face and the recent developments in our business units, including identified risks.

The Audit Committee is responsible for reviewing our financial risks. The Audit Committee meets with our President, Chief Financial Officer, Controller, and the independent auditor to discuss our major financial risk exposures, financial reporting, internal controls, and credit and liquidity risk. The Audit Committee meets regularly in separate executive sessions with the independent auditor to facilitate a full and candid discussion of risk and other issues.

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The Compensation Committee is responsible for overseeing compensation risk and ensuring executive compensation is aligned with performance. The Compensation Committee is charged with monitoring equity-based compensation plans. At this time, we do not maintain any equity-based compensation plans.

The Nominating Committee oversees risk related to our overall governance, including Board of Directors and committee composition, Board of Directors size and structure, director independence, ethical and business conduct and our corporate governance profile and ratings. The Nominating Committee also is engaged in overseeing risks associated with succession planning for the Board of Directors and management.

Information about Executive Compensation

The following table sets forth certain compensation awarded to, earned by or paid to (i) any individuals serving as our Chief Executive Officer/Principal Executive Officer during fiscal year 2022 and (ii) our three other most highly compensated executive officers serving as executive officers at the end of fiscal year 2022. The following Summary Compensation Table shows the compensation we paid in fiscal years 2022, 2021 and 2020 to our Named Executive Officers.

Employment Agreements

We do not have employment agreements with any of the Named Executive Officers identified in the Summary Compensation Table. Employment may terminate at any time without severance. Each Named Executive Officer is entitled personal use of a company vehicle as well as standard benefits available to all employees and has executed our non-disclosure and non-compete agreements and agreed to keep confidential our trade secrets and other confidential information.

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Outstanding Equity Awards in Fiscal Year 2022

There are no outstanding stock options as of September 30, 2022.

Compensation of Directors

The following table provides information regarding compensation paid to each of our non-employee directors for the fiscal year ended September 30, 2022.

Director Compensation Table

Fiscal year ended September 30, 2022

Directors’ fees are paid to non-employee directors at the rate of $1,500 per month, plus $1,000 per Board of Directors meeting attended and $500 per committee meeting attended. Total fees paid to all Directors in fiscal 2022 were $67,500.

Appendix A

Important Notice Regarding the Internet Availability of Proxy

Materials for the Annual Meeting of Shareholders

The 2023 Proxy Statement and the 2022 Annual Report to

Shareholders are available at: http://proxy.gencor.com

☐ FOLD HERE • DO NOT SEPARATE • INSERT IN ENVELOPE PROVIDED  ☐

PROXY - COMMON

Appendix B

Charter of the

Compensation Committee

Gencor Industries, Inc.

This Compensation Committee Charter (this “Charter”) was adopted by the Board of Directors (the “Board”) of Gencor Industries, Inc., on March 1, 2011.

Purpose

The purpose of the Compensation Committee (the “Committee”) shall be to:

The Board shall determine whether the Committee shall make determinations as a Committee or shall make recommendations to the Board.

Composition

The Committee shall consist of two or more members of the Board.

Appointment and Removal

The members of the Committee shall be elected by a majority vote of the Board. A member shall serve until such member’s successor is duly elected or until such member’s earlier resignation or removal. The members of the Committee may be removed, with or without cause, by a majority vote of the Board.

Chairman

Unless a chairman is elected by the full Board, the members of the Committee shall designate a Chairman by majority vote of the Committee membership. The Chairman will chair all regulatory sessions of the Committee and set the agenda for the Committee meetings.

Meetings

The Committee shall meet as frequently as circumstances dictate. The Chairman of the Committee or a majority of the members of the Committee may call meetings of the Committee.

Any one or more of the members of the Committee may participate in a meeting of the Committee by means of a conference call or similar communication device by means of which all persons participating in the meeting can hear each other.

The Committee may invite to its meetings any director, member of management of the Company, and such other persons as it deems appropriate to carry out its responsibilities. The Committee may also exclude from its meetings any persons it deems inappropriate.

As part of this review and establishment of the performance criteria and compensation of designated key executive, the Committee should meet separately at least on an annual basis with the Executive Chairman and any other corporate officers as it deems appropriate. However, the committee should also meet from time to time without such officers present, and in all cases, such officers shall not be present at meetings at which their performance and compensation are being discussed and determined.

B-1

Duties and Responsibilities

The Committee shall carry out the duties and responsibilities set forth below. These functions should serve as a guide with the understanding that the Committee may determine to carry out additional functions and adopt additional policies and procedures, subject to Board approval, as may be appropriate in light of changing business, legislative, regulatory, legal, or other conditions. The Committee shall also carry out any other responsibilities and duties delegated to it by the Board from time to time related to the purposes of the Committee outlined in this Chapter.

In discharging its oversight role, the committee is empowered to study or investigate any matter of interest or concern that the Committee deems appropriate and shall have the authority, after seeking Board approval, to retain outside counsel or other advisors for this purpose, including the authority to approve the fees payable to such counsel or advisors and any other terms of retention.

Setting Compensation for Executive Officers and Directors

Monitoring Incentive and Equity based Compensation Plans

B-2

Reports

B-3

Appendix C

GENCOR INDUSTRIES, INC.

Audit Committee Charter

This charter governs the operations of the audit committee. The committee shall be appointed by the board of directors and shall comprise at least three directors, each of whom is independent of management and the Company. Members of the committee shall be considered independent if they have no relationship that may interfere with the exercise of their independence from management and the Company. All committee members shall be financially literate, (or shall become financially literate within a reasonable period of time after appointment to the committee,) and at least one member shall have accounting or related financial management expertise.

The audit committee shall provide assistance to the board of directors in fulfilling their oversight responsibility to the shareholders, potential shareholders, the investment community, and others relating to the Company’s financial statements and the financial reporting process, the systems of internal accounting and financial controls, the internal audit function, the annual independent audit of the Company’s financial statements, and the legal compliance and ethics programs as established by management and the board. In so doing, it is the responsibility of the committee to maintain free and open communication between the committee, independent auditors, the internal auditors and management of the Company. In discharging its oversight role, the committee is empowered to investigate any matter brought to its attention with full access to all books, records, facilities, and personnel of the Company and the power to retain outside counsel, or other experts for this purpose.

The primary responsibility of the audit committee is to oversee the Company’s financial reporting process on behalf of the board and report the results of their activities to the board. Management is responsible for preparing the Company’s financial statements, and the independent auditors are responsible for auditing those financial statements. The committee is carrying out its responsibilities believes its policies and procedures should remain flexible, in order to best react to changing conditions and circumstances. The committee should take the appropriate actions to set the overall corporate “tone” for quality financial reporting, sound business risk practices, and ethical behavior.

The following shall be the principal recurring processes of the audit committee in carrying out its oversight responsibilities. The processes are set forth as a guide with the understanding that the committee may supplement them as appropriate.

C-1

The committee will meet at least four times a year, with authority to convene additional meetings, as circumstances require. All committee members are expected to attend each meeting, in person or via tele- or video-conference. The committee will invite members of management, auditors or others to attend meetings and provide pertinent information, as necessary. It will hold private meetings with auditors (see below) and executive sessions. Meeting agendas will be prepared and provided in advance to members, along with appropriate briefing materials. Minutes will be prepared.

With respect to the foregoing responsibilities and processes, the Committee recognizes that the Company’s financial management, including its internal audit staff, as well as the independent auditors, have more time, knowledge, and more detailed information regarding the company than do Committee members. Consequently, in discharging its oversight responsibilities, the Committee will not provide or be deemed to provide any expertise or special assurance as to the Company’s financial statements or any professional certification as to the independent auditors’ work. While the Committee has the responsibilities and powers set forth in this Charter, it is not the duty of the Committee to plan or conduct audits or to determine that the Company’s financial statements are complete and accurate and are in accordance with generally accepted accounting principles. This is the responsibility of management and the independent auditors. Nor is it the duty of the Committee to conduct investigations, to resolve disagreements, if any, between management and the independent auditors, or to assure compliance with laws and regulations and the Company’s internal policies and procedures.

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