The Audit Committee (the "Committee") of Express, Inc. (the "Company") shall consist of at least three directors from the Company's board of directors (the "Board"), subject to any grace period from such requirement available to the Company under the rules of the New York Stock Exchange or the Securities Exchange Act of 1934. All Committee members shall (1) meet the applicable independence requirements of the New York Stock Exchange and the Securities Exchange Act of 1934, subject to any grace period from such requirements available to the Company under the rules of the New York Stock Exchange or the Securities Exchange Act of 1934, (2) shall otherwise meet the membership qualification requirements contained in this Charter and in the Company's Corporate Governance Guidelines, and (3) shall be financially literate or become so within a reasonable period of time after appointment to the Committee. For this purpose, "financially literate" is interpreted by the Board in its business judgment to mean the ability to read and understand fundamental financial statements, including the Company's balance sheet, income statement, and cash flow statement. Committee members shall be appointed by the Board and may be removed by the Board at any time and for any or no reason.
At least one Committee member shall have accounting or related financial management expertise, which is interpreted by the Board in its business judgment to include, without limitation, experience as a certified public accountant, chief executive officer, chief financial officer, controller, or other senior officer with financial reporting oversight responsibilities. A member designated as an audit committee financial expert, who satisfies the definition of an audit committee financial expert as set forth in the federal securities laws, is presumed to have accounting or related financial management expertise.
Committee members may not serve on more than two other public company audit committees unless the Board determines in advance that the ability of the director to serve effectively on the Company's Audit Committee would not be impaired. If the Board determines that a director can serve effectively on more than two other public company audit committees, the Board will disclose a specific explanation of its determination in the annual proxy statement or Form 10-K or as otherwise required by the New York Stock Exchange.