This excerpt taken from the DKS DEF 14A filed Apr 20, 2009.
Appointment and Oversight of the Outside Auditors.
6. The Outside Auditors are ultimately accountable to the Board and the Audit Committee. The Audit Committee shall be directly responsible for the appointment, retention, termination, compensation and terms of engagement, evaluation and oversight of the work of the Outside Auditor (including resolution of disagreements between Management and the Outside Auditor regarding financing reporting). The Outside Auditor shall report directly to the Audit Committee.
7. The Audit Committee will preapprove the terms (including compensation) of all auditing services (including the providing of any comfort letters in connection with securities underwritings), the terms of any non-audit services which the Outside Auditors or an affiliate of the Outside Auditors are permitted to render under Section 10A(h) of the Securities Exchange Act of 1934 and the compensation for such services. The Audit Committee may delegate the preapproval to one of its members, provided that if such delegation is made, the full Audit Committee at the next regularly scheduled meeting shall be presented with any preapproval decision made by that member.
8. The Audit Committee shall also, at least annually, obtain and review the Outside Auditors report on the Companys internal quality-control procedures and any material issues raised by the most recent internal quality-control review, or peer review, of the Outside Auditors, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years, respecting one or more independent audits carried out by the Outside Auditors, and any steps taken to deal with any such issues; and (to assess the Outside Auditors independence) all relationships between the independent auditor and the Company.
9. The Audit Committee shall be responsible for requiring that the Outside Auditors submit to it on a periodic basis a formal written statement delineating all relationships between the Outside Auditors and the Company, including the disclosures regarding the Outside Auditors independence required by the Public Company Accounting Oversight Board (PCAOB) Ethics and Independence Rule 3526, as in effect from time to time or as otherwise required by any rules of the Public Company Accounting Oversight Board.
10. The Audit Committee shall be responsible for actively engaging in a dialogue with the Outside Auditors with respect to any disclosed relationships or services that may impact the objectivity and independence of the
Outside Auditors and for taking appropriate action in response to the Outside Auditors report to satisfy itself of the Outside Auditors independence.
11. The Audit Committee shall set clear hiring policies for employees or former employees of the Outside Auditors.