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This excerpt taken from the CRVL DEF 14A filed Jul 6, 2009. AUDIT
COMMITTEE REPORT
The information contained in this Audit Committee Report
shall not be deemed to be soliciting material or to
be filed or incorporated by reference into any
filings with the Securities and Exchange Commission, or subject
to the liabilities of Section 18 of the Securities Exchange
Act of 1934, as amended, except to the extent that we
specifically incorporate it by reference into a document filed
under the Securities Act of 1933, as amended, or the Securities
Exchange Act of 1934, as amended.
The Audit Committee carries out its responsibilities pursuant to
its written charter, and the members of the fiscal year 2009
Audit Committee have prepared and submitted this Audit Committee
report. Each Audit Committee member is considered independent
because each member satisfies the independence requirements for
board members prescribed by the applicable rules of Nasdaq and
Rule 10A-3
of the Securities Exchange Act of 1934, as amended.
Among other things, the Audit Committee oversees CorVels
financial reporting process on behalf of the Board. Management
has the primary responsibility for the financial statements and
the reporting process, including the system of internal control
over financial reporting. In fulfilling its oversight
responsibilities, the Audit Committee reviewed and discussed
with management CorVels audited financial statements in
the Annual Report on
Form 10-K
for the fiscal year ended March 31, 2009, including a
discussion of the quality, not just the acceptability, of the
accounting principles; the reasonableness of significant
judgments; and the clarity of disclosures in the financial
statements; and managements assessment of CorVels
internal control over financial reporting.
The audit committee also reviewed and discussed with the
independent auditors, who are responsible for expressing an
opinion on the conformity of those audited financial statements
with generally accepted accounting principles, their judgments
as to the quality, not just the acceptability, of CorVels
accounting principles and such other matters as are required to
be discussed with audit committees by Statement on Auditing
Standards No. 61, Communication With Audit
Committees, as may be amended, modified or supplemented. In
addition, the audit committee discussed with the independent
auditors their independence from management and CorVel, and has
received the written disclosures and the letter from the
independent auditors required by applicable requirements of the
Public Company Accounting Oversight Board regarding the
independent auditors communications with the audit
committee concerning independence. Throughout the year and prior
to the performance of any such services the Audit Committee also
considered the compatibility of potential non-audit services
with the auditors independence.
The audit committee discussed with CorVels independent
auditors their overall approach, scope and plans for the audit.
At the conclusion of the audit, the Audit Committee met with the
independent auditors, with and without management present, to
discuss the results of their examination, their evaluation of
CorVels internal control over financial reporting and the
overall quality of CorVels financial reporting.
In reliance on the reviews and discussions referred to above,
the audit committee recommended to the board (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 March 31, 2009, for filing with
the Securities and Exchange Commission.
The Audit Committee has also recommended the selection of
Haskell & White LLP as independent auditors for the
year ending March 31, 2010.
AUDIT COMMITTEE
R. Judd Jessup, Chair
Steven J. Hamerslag Alan R. Hoops
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