DAR » Topics » Audit Committee.

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 Company’s internal audit staff to discuss the current year’s audit plan and to allow for direct interaction between the audit committee members and the Company’s internal auditors. The audit committee met six times during the fiscal year ended December 31, 2005. The audit committee is generally responsible for:

Appointing, compensating, retaining and overseeing the Company’s independent auditors

Reviewing and discussing the adequacy of both the Company’s internal accounting controls and other factors affecting the integrity of the Company’s financial reports with management and the Company’s independent auditors.

Reviewing and discussing with management and the independent auditors critical accounting policies and the appropriateness of such policies.

 

 

 

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Reviewing and discussing with management and the independent auditors any material financial or non-financial arrangements that do not appear on the financial statements and any related party transactions.

Reviewing the Company’s annual and interim reports to the SEC, including the financial statements and the “Management’s Discussion and Analysis” portion of those reports, and recommending appropriate action to the Board.

Discussing the Company’s audited financial statements and any reports of the independent auditor with respect to interim periods with management and the independent auditors, including a discussion with the independent auditors regarding the matters to be discussed by Statement of Auditing Standards No. 61 and No. 90.

Reviewing relationships between the independent auditors and the Company in accordance with Independence Standards Board Standard No. 1.

Creating and periodically reviewing the Company’s whistleblower policy.

 

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 year’s 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.”

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