The Committee will meet at least four times a year, with authority to convene additional meetings, as circumstances require. A majority of members present in person or by teleconference will constitute a quorum for purposes of conducting Committee business. The Committee will invite members of management, auditors or others to attend meetings and provide pertinent information, as necessary. It will meet separately, periodically, with management, with internal auditors and with independent auditors. The Committee will also meet periodically in executive session. Meeting agendas will be prepared and provided in advance to members, along with appropriate briefing materials. Minutes will be prepared.