This excerpt taken from the ATVI DEF 14A filed Jul 30, 2007.
Transactions with Related Persons
Mr. Doornink, a former executive officer of Activision Publishing, became a senior advisor to Activision Publishing on January 1, 2006 pursuant to his employment agreement with Activision Publishing. Under the agreement, Mr. Doornink provides advisory services to the Company and receives $250,000 per year as compensation for these services. During fiscal 2007, the term of Mr. Doornink's employment agreement was extended through June 30, 2008. Such extension was approved by the Compensation Committee in accordance with its charter. Mr. Doornink also serves as a director of the Company and receives director compensation in the form of options. See "Director Compensation" above.
The Compensation Committee has reviewed and discussed with management the Compensation Discussion and Analysis included under "Executive CompensationCompensation Discussion and Analysis" above. Based on that review and discussion, the Compensation Committee recommended to the Board of Directors of the Company that the Compensation Discussion and Analysis be included in this Proxy Statement and also incorporated by reference into the Company's Annual Report on Form 10-K for fiscal 2007.
Management is responsible for the Company's system of internal controls over financial reporting. The Company's independent registered public accounting firm, PricewaterhouseCoopers LLP, is responsible for performing an independent audit of the Company's consolidated financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States), and to issue a report thereon. The Audit Committee is responsible for overseeing management's conduct of the financial reporting process and system of internal control.
The Audit Committee reviewed and discussed with both management and the Company's independent registered public accounting firm all annual financial statements prior to their issuance. During fiscal 2007, management advised the Audit Committee that each set of financial statements reviewed had been prepared in accordance with generally accepted accounting principles, and reviewed significant accounting and disclosure issues with the Audit Committee. These reviews included discussion with the independent registered public accounting firm of matters required to be discussed pursuant to Statement on Auditing Standards ("SAS") No. 61 (Communication with Audit Committees), as amended by SAS No. 90 (Audit Committee Communications), including the quality of the Company's accounting principles, the reasonableness of significant judgments and the clarity of disclosure in the financial statements. The Audit Committee also discussed with its independent registered public accounting firm matters relating to its independence, including a review of audit and non-audit fees and the written disclosures and letter from PricewaterhouseCoopers LLP to the Audit Committee pursuant to Independence Standards Board Standard No. 1 (Independence Discussions with Audit Committees).
Taking all of these reviews and discussions into account, all of the Audit Committee members, whose names are listed below, recommended to the Board that it approve the inclusion of the Company's audited financial statements in the Company's Annual Report on Form 10-K for fiscal 2007 for filing with the SEC.