This excerpt taken from the DAR DEF 14A filed Apr 10, 2006.
Audit Committee. The audit committee currently consists of Messrs. Urbut (Chairman), Albrecht, Flannery and Klink, each of whom is independent under the rules of the AMEX and the Securities and Exchange Commission (SEC). The audit committee continued its long-standing practice of meeting directly with the Companys internal audit staff to discuss the current years audit plan and to allow for direct interaction between the audit committee members and the Companys internal auditors. The audit committee met six times during the fiscal year ended December 31, 2005. The audit committee is generally responsible for:
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The Board has determined that all members of the audit committee are financially literate and have financial management expertise, as the Board has interpreted such qualifications in its business judgment. The Board has designated Mr. Urbut as an audit committee financial expert in accordance with the requirements of the SEC and the AMEX.
The Board has adopted a written charter setting out the audit-related functions the audit committee is to perform. A copy of the audit committee charter is attached to last years proxy statement. A copy of the audit committee charter can also be found on our website at darlingii.com/investors/governance.html.
Please see page 23 of this Proxy Statement for the Report of the Audit Committee.