This excerpt taken from the CVS DEF 14A filed Apr 4, 2007.
Internal Auditors
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At least annually, the Audit Committee shall evaluate the performance, responsibilities, budget and staffing of the Company’s internal audit function and review the internal
audit plan. Such evaluation shall include a review of the responsibilities, budget and staffing of the Company’s internal audit function with the independent auditor.
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At least annually, the Audit Committee shall review the annual internal audit plan with the senior officer or officers responsible for the internal audit function of the Company.
The review shall focus on the scope and effectiveness of internal audit activities and the department’s capability to fulfill its objectives.
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At least annually, the Audit Committee shall review significant findings by the internal audit staff and management’s responses to such findings and instances of remedial
action not being taken by management within appropriate timeframes in response to any such findings, if any.
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At least annually, the Audit Committee shall evaluate the performance of the senior officer or officers responsible for the internal audit function of the Company, and make
recommendations to the Board and management regarding the responsibilities, retention or termination of such officer or officers.
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At least annually, the Audit Committee shall review the annual report from the internal auditors covering the internal auditor’s review of the officers’ and
directors’ travel and entertainment expenses.
