This excerpt taken from the APAC DEF 14A filed Apr 25, 2007.
REPORT OF THE AUDIT COMMITTEE
The Audit Committee met and held discussions with management and E&Y, our independent registered public accounting firm for fiscal year 2006. Management represented to the Audit Committee that our financial statements were prepared in accordance with generally accepted accounting principles, and the Audit Committee has reviewed and discussed with management and E&Y the audited consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2006. The Audit Committee discussed with E&Y the matters required to be discussed by Statement on Auditing Standards No. 61 (Codification of Statements on Auditing Standards, AU §380), as amended.
E&Y also provided to the Audit Committee the written disclosures and the letter required by Independence Standards Board Standard No. 1 (Independence Discussions with Audit Committees), as amended. The Audit Committee has discussed the independence of E&Y with members of the firm.
Management is responsible for our internal control and financial reporting process. The independent registered public accounting firm is responsible for performing an independent audit of our consolidated financial statements in accordance with auditing standards generally accepted in the United States of America and issuing a report thereon. As provided in its charter, the Audit Committees responsibilities include the monitoring and oversight of these processes.
In its oversight role for these matters, the Audit Committee relies on the information and representations made by management and the independent registered public accounting firm. Accordingly, the Audit Committees oversight does not provide an independent basis to certify that the audit of our financial statements has been carried out in accordance with generally accepted accounting principles or that our independent registered public accounting firm is in fact independent.
Based upon and in reliance upon the review and discussion referred to above and the review of E&Ys report to the Audit Committee, the Audit Committee recommended to our Board of Directors that the audited consolidated financial statements be included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2006, for filing with the SEC.
John W. Gerdelman, Chairman
Cindy K. Andreotti
John C. Kraft
John J. Park