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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 Auditor’s report on the
Company’s 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 Auditor’s 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
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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.
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