This excerpt taken from the CALP DEF 14A filed Apr 25, 2007.
The Audit Committee of the board oversees our corporate accounting and financial reporting process. In this role, the Audit Committee performs several functions, including evaluating the performance of and assessing the qualifications of the independent auditors; determining and approving the engagement of the
independent auditors; determining whether to retain or terminate the existing independent auditors and to appoint and engage new independent auditors; reviewing and approving the retention of the independent auditors to perform any proposed permissible non-audit services; monitoring the rotation of partners of the independent auditors on our audit engagement team as required by law; conferring with management and the independent auditors regarding the effectiveness of internal controls over financial reporting; reviewing and approving any related person transactions; reviewing, prior to announcement, company press releases disclosing financial results; establishing procedures, as required under applicable law, for the receipt, retention and treatment of any complaints received by us regarding accounting, internal accounting controls and auditing matters, and any confidential and anonymous submission by employees of concerns regarding questionable accounting or auditing matters; reviewing the financial statements to be included in our Annual Report on Form 10-K and Quarterly Reports on Form 10-Q; and discussing with management and the independent auditors the results of the annual audit and the results of Calipers quarterly financial statements. The Audit Committee met five times during fiscal year 2006. The Audit Committee has adopted a written Audit Committee Charter, a copy of which can be found on Calipers corporate website at www.caliperLS.com under Investors.
The board annually reviews the Nasdaq listing standards definition of independence for Audit Committee members and has determined that all members of our Audit Committee are independent (as independence is currently defined in the Nasdaq listing standards). Mr. Comstock serves as the Audit Committee Chairperson. The board made a qualitative assessment of Mr. Comstocks level of knowledge and experience based on a number of factors, including his formal education and his past experience as a financial executive, and has designated him as an audit committee financial expert, as defined in applicable Securities and Exchange Commission (SEC) rules.