Audit Committee. At any annual or special meeting, by action of a majority of the number of directors then in office, the Board of Directors shall elect an Audit Committee consisting of two or more directors, none of whom shall be an employee of the corporation or of The University of North Carolina at Chapel Hill. The Audit Committee shall have the following duties and responsibilities: (a) to review, from time to time, accounting policies and procedures and systems of internal control of the corporation; (b) to review the annual audit of the corporation with its external auditors and with employees of the University; (c) to make recommendations to the Board of Directors with respect to the appointment of external auditors and the scope of their audit; (d) to ensure that requests for proposals for external auditing services be extended every THREE years and that a discussion of partner rotation will take place annually and (e) to make such other recommendations and reports to the Board of Directors relating to the financial statements, controls, records and systems of the corporation as it shall deem appropriate. The Audit Committee shall have such other duties and responsibilities as may be delegated to it from time to time by the Board of Directors.
