Audit Committee

The Audit Committee is set up by all of the Independent Directors. The Committee assists the Board in carrying out its financial oversight responsibilities, which include reviewing the Company's accounting policies, financial reports, auditing, and the Company's internal control systems.

The Audit Committee meets regularly each quarter. The Committee is empowered by its Charter to conduct any study or investigation it deems appropriate to fulfill its responsibilities. It can invite the Company's management team, internal auditors, the Company's independent external auditors, and all employees of the Company to join the meeting.

Compensation Committee

The Compensation Committee is set up by all of the Independent Directors. The Committee meets at least four times a year. The Compensation Committee assists the Board in discharging its responsibilities related to GUC's compensation and benefits policies, plans and programs, and in the evaluation and compensation of GUC's executives.