Oversee the accounting, auditing, financial reporting and internal financial control matters of ADI.

Review the effectiveness of the Company’s internal financial controls, internal audit, internal control and risk management systems.

The Committee is directly responsible in recommending the appointment, compensation and retention of the External Auditors.

The Committee oversees the independence, qualifications and performance of the Company’s External and Internal Auditors.

Establish and maintain procedures for processing complaints regarding accounting, internal controls or auditing matters and for the confidential anonymous submission by the Company’s employees.

Review any issue of conflict of interest, ethical conduct or compliance with law.

The Committee provides one avenue of communication among the External Auditors, management, the internal auditing function and the Board of Directors concerning accounting, auditing, financial reporting and controls.

Carry out any other appropriate duties and responsibilities as may be assigned by .

Audit Committee Meetings