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This excerpt taken from the DKS DEF 14A filed Apr 20, 2009. MEMBERSHIP
OF THE COMMITTEE
1. The Audit Committee shall consist of no fewer than three
members, as determined annually by the Board on the
recommendation of the Governance and Nominating Committee. The
members of the Audit Committee shall meet the independence and
expertise requirements of the New York Stock Exchange, any other
exchange on which
Table of Contents
the Company’s securities are traded, Section 10A(m)(3)
of the Securities Exchange Act of 1934 (the “Exchange
Act”) and the rules and regulations of the Securities and
Exchange Commission (the “Commission”). Audit
Committee members shall not serve simultaneously on the audit
committees of more than two other public companies without the
approval of the full Board.
2. The members of the Audit Committee shall be appointed
annually by the Board on the recommendation of the Governance
and Nominating Committee. Audit Committee members may be
replaced by the Board at any time. The Board shall designate the
Chairman or Chairwoman (“Chairperson”) of the Audit
Committee.
3. The Board and its committees will exercise its business
judgment to determine a director’s eligibility to serve on
the Audit Committee.
This excerpt taken from the DKS DEF 14A filed Apr 25, 2005. MEMBERSHIP OF THE COMMITTEE
1. The Audit Committee shall consist of no fewer than three members, as determined annually by the Board on the recommendation of the Governance and Nominating Committee. The members of the Audit Committee shall meet the independence and expertise requirements of the New York Stock Exchange, any other exchange on which the Company’s securities are traded, Section 10A(m)(3) of the Securities Exchange Act of 1934 (the “Exchange Act”) and the rules and regulations of the Securities and Exchange Commission (the “Commission”). Audit Committee members shall not serve simultaneously on the audit committees of more than two other public companies without the approval of the full Board. 2. The members of the Audit Committee shall be appointed annually by the Board on the recommendation of the Governance and Nominating Committee. Audit Committee members may be replaced by the Board at any time. The Board shall designate the Chairman or Chairwoman (“Chairperson”) of the Audit Committee. 3. The Board and its committees will exercise its business judgment to determine a director’s eligibility to serve on the Audit Committee.
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