This excerpt taken from the CVS DEF 14A filed Apr 4, 2007.
To discharge its oversight responsibilities effectively, the Audit Committee will maintain open lines of communication with the Companys chief financial officer, chief internal auditor, and with the Companys independent auditors, each of whom will have free and direct access to the Audit Committee. Further, the Audit Committee is authorized (without seeking Board approval) to retain special legal, accounting or other advisors.
The Audit Committee shall have available appropriate funding from the Company as determined by the Audit Committee for payment of:
The Audit Committee may delegate its authority to subcommittees or the Chairman of the Audit Committee when it deems appropriate and in the best interests of the Company.
This excerpt taken from the CVS 8-K filed Mar 23, 2007.
The Borrower has full corporate power and authority to enter into, execute, deliver and perform the terms of the Loan Documents, all of which have been duly authorized by all proper and necessary corporate action and are not in contravention of any applicable law or the terms of its Certificate of Incorporation and By-Laws. No consent or approval of, or other action by, shareholders of the Borrower, any Governmental Authority, or any other Person (which has not already been obtained) is required to authorize in respect of the Borrower, or is required in connection with the execution, delivery, and performance by the Borrower of the Loan Documents or is required as a condition to the enforceability of the Loan Documents against the Borrower.