5. Review with the independent auditors, Reliance's internal auditors and
financial management, the integrity, adequacy and effectiveness of the
accounting and other financial controls of Reliance.
6. Provide an opportunity for direct communication between the Board and
the internal auditors and independent auditors, including the opportunity to
meet with the Audit Committee without members of management present.
7. Review with management and the independent auditors the financial
information, including management's discussion and analysis, to determine that
the independent auditors are satisfied with the disclosure and content of the
Internal Audit Department
1. Review with Reliance's internal auditors the independence and authority
of their reporting obligations and proposed audit plans and their coordination
with the independent auditors, as well as any significant findings or reports
prepared by the Internal Audit Department and management's response and
follow-up. The Internal Audit Department shall be responsible to senior
management, but shall report to the Board through the Audit Committee.
2. Review the performance of Reliance's internal auditors. The Committee
must approve management's appointment, termination or replacement of the
1. Consider, and, if appropriate, investigate any matter brought to the
attention of the Audit Committee within the scope of its duties. The Committee
shall have direct access to the independent auditors and Reliance personnel and
may retain, at Reliance's expense, special legal, accounting or other
consultants or experts.
2. Maintain minutes of meetings and periodically report to the Board on its
3. Annually prepare a report to shareholders as required by the Securities
and Exchange Commission.
While the Audit Committee has the responsibilities and powers set forth in
this Charter, the Audit Committee is not responsible for planning or conducting
audits or determining that Reliance's financial statements are complete and
accurate and prepared in accordance with generally accepted accounting
principles. Those duties are the responsibility of management and the
independent auditors. Nor is it the duty of the Audit Committee to conduct
investigations, to resolve disagreements, if any, between management and the
independent auditors or to assure compliance with laws and regulations and
Reliance's Code of Conduct.