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This excerpt taken from the BKRS DEF 14A filed May 7, 2009. Report of
the Audit Committee
The audit committee oversees the Company’s financial
reporting process on behalf of the board of directors.
Management is primarily responsible for the financial statements
and reporting process including the systems of internal
controls, while the independent registered public accounting
firm is responsible for performing an independent audit of the
Company’s financial statements in accordance with the
auditing standards of the Public Company Accounting Oversight
Board (United States), and expressing an opinion on the
conformity of those financial statements with
U.S. generally accepted accounting principles.
In this context, the committee has met and held discussions with
management and Ernst & Young LLP, the Company’s
independent registered public accounting firm. The committee
discussed with the Company’s independent registered public
accounting firm the overall scopes and plans for its audit. The
committee has met with representatives of the independent
registered public accounting firm, with and without management
present, and
Table of Contents
discussed the results of their examinations, their evaluations
of the Company’s internal controls, and the overall quality
of the Company’s financial reporting. Management
represented to the committee that the Company’s financial
statements were prepared in accordance with U.S. generally
accepted accounting principles. The committee has reviewed and
discussed the financial statements with management and the
independent registered public accounting firm, including their
judgments as to the quality, not just the acceptability, of the
Company’s accounting principles and such other matters as
are required to be discussed with the committee under the
auditing standards of the Public Company Accounting Oversight
Board.
We have reviewed and discussed with Ernst & Young LLP
the matters required to be discussed pursuant to Statement on
Auditing Standards No. 61, as amended (Communication
with Audit Committees). We have received from
Ernst & Young LLP the written disclosures and letter
required by the applicable requirements of the Public Company
Accounting Oversight Board regarding communications with the
Audit Committee with respect to independence. We have discussed
with Ernst & Young LLP matters relating to its
independence, including a review of both audit and non-audit
fees, and considered the compatibility of non-audit services
with such independence.
In reliance on the reviews and discussions referred to above,
the committee recommended to the board of directors (and the
board has approved) that the audited financial statements be
included in the Annual Report on
Form 10-K
for the fiscal year ended January 31, 2009 for filing with
the Securities and Exchange Commission. The committee has
retained Ernst & Young LLP as the Company’s
independent registered public accounting firm for fiscal year
2009.
The members of the committee are not professionally engaged in
the practice of auditing or accounting. Members of the audit
committee rely without independent verification on the
information provided to them and on the representations made by
management and the advice and assurances of the independent
registered public accounting firm. While the committee has the
responsibilities and powers set forth in its charter, it is not
the duty of the committee to plan or conduct audits or to
determine that the Company’s financial statements are
complete and accurate and are in accordance with
U.S. generally accepted accounting principles. This is the
responsibility of management and the independent registered
public accounting firm. Nor is it the duty of the committee to
conduct investigations or to assure compliance with laws and
regulations and the Company’s business conduct policies.
Accordingly, the oversight provided by the committee should not
be considered as providing an independent basis for determining
that management has established and maintained appropriate
internal controls, that the financial statements have been
prepared in accordance with U.S. generally accepted
accounting principles, or that the audit of the Company’s
financial statements by the independent registered public
accounting firm has been carried out in accordance with auditing
standards of the Public Company Accounting Oversight Board.
AUDIT COMMITTEE
Harry E. Rich, Chair
Andrew N. Baur Timothy F. Finley
Table of Contents
This excerpt taken from the BKRS DEF 14A filed May 15, 2008. Report of
the Audit Committee
The audit committee oversees the Company’s financial
reporting process on behalf of the board of directors.
Management is primarily responsible for the financial statements
and reporting process including the systems of internal
controls, while the independent registered public accounting
firm is responsible for performing an independent audit of the
Company’s financial statements in accordance with the
auditing standards of the Public Company Accounting Oversight
Board (United States), and expressing an opinion on the
conformity of those financial statements with
U.S. generally accepted accounting principles.
In this context, the committee has met and held discussions with
management and Ernst & Young LLP, the Company’s
independent registered public accounting firm. The committee
discussed with the Company’s independent registered public
accounting firm the overall scopes and plans for its audit. The
committee has met with representatives of the independent
registered public accounting firm, with and without management
present, and discussed the results of their examinations, their
evaluations of the Company’s internal controls, and the
overall quality of the Company’s financial reporting.
Management represented to the committee that the Company’s
financial statements were prepared in accordance with
U.S. generally accepted accounting principles. The
committee has reviewed and discussed the financial statements
with management and the independent registered public accounting
firm, including their judgments as to the quality, not just the
acceptability, of the Company’s accounting principles and
such other matters as are required to be discussed with the
committee under the auditing standards of the Public Company
Accounting Oversight Board.
The Company’s independent registered public accounting firm
also provided to the committee the written disclosures and the
letter required by the Independence Standards Board Standard
No. 1 (Independence Discussions with Audit Committees), and
the committee discussed with the independent registered public
accounting firm that firm’s independence, including those
matters required to be discussed by Statement on Auditing
Standards No. 61 (Codification of Statements on Auditing
Standards AU § 380). The audit committee considered
whether the provision by Ernst & Young, LLP of
non-audit services was compatible with their independence.
In reliance on the reviews and discussions referred to above,
the committee recommended to the board of directors (and the
board has approved) that the audited financial statements be
included in the Annual Report on
Form 10-K
for the fiscal year ended February 2, 2008 for filing with
the Securities and Exchange Commission. The committee has
retained Ernst & Young LLP as the Company’s
independent registered public accounting firm for fiscal year
2008.
The members of the committee are not professionally engaged in
the practice of auditing or accounting. Members of the audit
committee rely without independent verification on the
information provided to them and on the representations made by
management and the advice and assurances of the independent
registered public accounting firm. While the committee has the
responsibilities and powers set forth in its charter, it is not
the duty of the committee to plan or conduct audits or to
determine that the Company’s financial statements are
complete and accurate and are in accordance with
U.S. generally accepted accounting principles. This is the
responsibility of management and the independent registered
public accounting firm. Nor is it the duty of the committee to
conduct investigations or to assure compliance with laws and
regulations and the Company’s business conduct policies.
Accordingly, the oversight provided by the committee should not
be considered as providing an independent basis for determining
that management has established and maintained appropriate
internal controls, that the financial statements have been
prepared in accordance with U.S. generally accepted
accounting principles, or that the audit of the Company’s
financial statements by the independent registered public
accounting firm has been carried out in accordance with auditing
standards of the Public Company Accounting Oversight Board.
AUDIT COMMITTEE
Harry E. Rich, Chair
Andrew N. Baur Timothy F. Finley
Table of Contents
This excerpt taken from the BKRS DEF 14A filed May 4, 2007. Report of
the Audit Committee
The audit committee oversees the Company’s financial
reporting process on behalf of the board of directors.
Management is primarily responsible for the financial statements
and reporting process including the systems of internal
controls, while the independent registered public accounting
firm is responsible for performing an independent audit of the
Company’s financial statements in accordance with the
auditing standards of the Public Company Accounting Oversight
Board (United States), and expressing an opinion on the
conformity of those financial statements with
U.S. generally accepted accounting principles.
In this context, the committee has met and held discussions with
management and Ernst & Young LLP, the Company’s
independent registered public accounting firm. The committee
discussed with the Company’s independent registered public
accounting firm the overall scopes and plans for its audit. The
committee has met with representatives of the independent
registered public accounting firm, with and without management
present, and discussed the results of their examinations, their
evaluations of the Company’s internal controls, and the
overall
Table of Contents
quality of the Company’s financial reporting. Management
represented to the committee that the Company’s financial
statements were prepared in accordance with U.S. generally
accepted accounting principles. The committee has reviewed and
discussed the financial statements with management and the
independent registered public accounting firm, including their
judgments as to the quality, not just the acceptability, of the
Company’s accounting principles and such other matters as
are required to be discussed with the committee under the
auditing standards of the Public Company Accounting Oversight
Board.
The Company’s independent registered public accounting firm
also provided to the committee the written disclosures and the
letter required by the Independence Standards Board Standard
No. 1 (Independence Discussions with Audit Committees), and
the committee discussed with the independent registered public
accounting firm that firm’s independence, including those
matters required to be discussed by Statement on Auditing
Standards No. 61 (Codification of Statements on Auditing
Standards AU §380). The audit committee considered whether
the provision by Ernst & Young, LLP of non-audit
services was compatible with their independence.
In reliance on the reviews and discussions referred to above,
the committee recommended to the board of directors (and the
board has approved) that the audited financial statements be
included in the Annual Report on
Form 10-K
for the fiscal year ended February 3, 2007 for filing with
the Securities and Exchange Commission. The committee has
retained Ernst & Young LLP as the Company’s
independent registered public accounting firm for fiscal year
2007.
The members of the committee are not professionally engaged in
the practice of auditing or accounting. Members of the audit
committee rely without independent verification on the
information provided to them and on the representations made by
management and the advice and assurances of the independent
registered public accounting firm. While the committee has the
responsibilities and powers set forth in its charter, it is not
the duty of the committee to plan or conduct audits or to
determine that the Company’s financial statements are
complete and accurate and are in accordance with
U.S. generally accepted accounting principles. This is the
responsibility of management and the independent registered
public accounting firm. Nor is it the duty of the committee to
conduct investigations or to assure compliance with laws and
regulations and the Company’s business conduct policies.
Accordingly, the oversight provided by the committee should not
be considered as providing an independent basis for determining
that management has established and maintained appropriate
internal controls, that the financial statements have been
prepared in accordance with U.S. generally accepted
accounting principles, or that the audit of the Company’s
financial statements by the independent registered public
accounting firm has been carried out in accordance with auditing
standards of the Public Company Accounting Oversight Board.
AUDIT COMMITTEE
Harry E. Rich, Chair
Andrew N. Baur Timothy F. Finley
Table of Contents
This excerpt taken from the BKRS DEF 14A filed Apr 24, 2006. Report of
the Audit Committee
The audit committee oversees the Company’s financial
reporting process on behalf of the board of directors.
Management is primarily responsible for the financial statements
and reporting process including the systems of internal
controls, while the independent registered public accounting
firm is responsible for performing an independent audit of the
Company’s financial statements in accordance with the
auditing standards of the Public Company Accounting Oversight
Board (United States), and expressing an opinion on the
conformity of those financial statements with
U.S. generally accepted accounting principles.
In this context, the committee has met and held discussions with
management and Ernst & Young LLP, the Company’s
independent registered public accounting firm. The committee
discussed with the Company’s independent registered public
accounting firm the overall scopes and plans for its audit. The
committee has met with representatives of the independent
registered public accounting firm, with and without management
present, and
Table of Contents
discussed the results of their examinations, their evaluations
of the Company’s internal controls, and the overall quality
of the Company’s financial reporting. Management
represented to the committee that the Company’s financial
statements were prepared in accordance with U.S. generally
accepted accounting principles. The committee has reviewed and
discussed the financial statements with management and the
independent registered public accounting firm, including their
judgments as to the quality, not just the acceptability, of the
Company’s accounting principles and such other matters as
are required to be discussed with the committee under the
auditing standards of the Public Company Accounting Oversight
Board.
The Company’s independent registered public accounting firm
also provided to the committee the written disclosures and the
letter required by the Independence Standards Board Standard
No. 1 (Independence Discussions with Audit Committees), and
the committee discussed with the independent registered public
accounting firm that firm’s independence, including those
matters required to be discussed by Statement on Auditing
Standards No. 61 (Codification of Statements on Auditing
Standards AU §380). The audit committee considered whether
the provision by Ernst & Young, LLP of non-audit
services was compatible with their independence.
In reliance on the reviews and discussions referred to above,
the committee recommended to the board of directors (and the
board has approved) that the audited financial statements be
included in the Annual Report on
Form 10-K
for the fiscal year ended January 28, 2006 for filing with
the Securities and Exchange Commission. The committee has
retained Ernst & Young LLP as the Company’s
independent registered public accounting firm for fiscal year
2006.
The members of the committee are not professionally engaged in
the practice of auditing or accounting. Members of the audit
committee rely without independent verification on the
information provided to them and on the representations made by
management and the advice and assurances of the independent
registered public accounting firm. While the committee has the
responsibilities and powers set forth in its charter, it is not
the duty of the committee to plan or conduct audits or to
determine that the Company’s financial statements are
complete and accurate and are in accordance with
U.S. generally accepted accounting principles. This is the
responsibility of management and the independent registered
public accounting firm. Nor is it the duty of the committee to
conduct investigations or to assure compliance with laws and
regulations and the Company’s business conduct policies.
Accordingly, the oversight provided by the committee should not
be considered as providing an independent basis for determining
that management has established and maintained appropriate
internal controls, that the financial statements have been
prepared in accordance with U.S. generally accepted
accounting principles, or that the audit of the Company’s
financial statements by the independent registered public
accounting firm has been carried out in accordance with auditing
standards of the Public Company Accounting Oversight Board.
AUDIT COMMITTEE
Harry E. Rich, Chair
Andrew N. Baur
Timothy F. Finley
April 21, 2006
Table of Contents
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