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uld meet in private with the Committee during the year. ? The Committee should also hold periodic educational meetings, to gain further insight into topical, technical accounting issues and discuss these issues with Company management. 19 Relationship with Independent Auditor ? The Independent Auditor should report directly to the Audit Committee. ? The Committee should have the authority and responsibility to select, evaluate and, if appropriate, replace the Independent Auditor. ? The Committee should preapprove all other engagements of the Audit firm and the related estimated fees. ? The Committee should restrict the hiring of the Independent Auditor’s employees. ? The Independent Auditor should discuss audit results, the critical accounting policies and practices used, alternative treatments of financial information within generally accepted accounting principles that have been discussed with management and other reports, as needed. 20 Relationship with Internal Auditor ? The Audit Committee should be responsible for the review, appointment, pensation and replacement, if necessary, of the Company’s Chief Auditor. ? The Committee should evaluate the Chief Auditor’s performance annually. ? The Committee should receive