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This excerpt taken from the DKS DEF 14A filed Apr 20, 2009. Report of
the Audit Committee
The following Report of the Audit Committee does not
constitute soliciting material and should not be deemed filed or
incorporated by reference into any other Company filing under
the Securities Act of 1933 or the Securities Exchange Act of
1934, except to the extent the Company specifically incorporates
this Report by reference therein.
The charter of the Audit Committee of the Board of Directors,
which is available on the Investor Relations portion of our
website (www.dickssportinggoods.com), specifies that the purpose
of the Committee is to assist the Board of Directors in its
responsibility to:
In carrying out these responsibilities, the Audit Committee,
among other things:
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The Audit Committee met ten (10) times during fiscal 2008.
The Audit Committee schedules its meetings with a view to
ensuring that it devotes appropriate attention to all of its
tasks. The Audit Committee’s meetings include, whenever
appropriate, executive sessions with the Company’s
independent auditors without the presence of the Company’s
management.
As part of its oversight of the Company’s financial
statements, the Audit Committee reviews and discusses with both
management and the Company’s independent auditors all
annual financial statements and quarterly operating results
prior to their issuance. During fiscal 2008, management advised
the Audit Committee that each set of financial statements
reviewed had been prepared in accordance with generally accepted
accounting principles, and reviewed significant accounting and
disclosure issues with the Audit Committee. These reviews
included discussion with the outside auditors of matters
required to be discussed pursuant to Statement on Auditing
Standards No. 61 (Communication with Audit Committees)
as amended (AICPA, Professional Standards, Vol. 1. AV
Section 380) and as adopted by the Public Accounting
Oversight Board in Rule 3200T, including the adoption of,
or changes to, the Company’s significant internal auditing
and accounting principles and procedures as suggested by the
outside auditors, internal audit and management and any
management letters provided by the outside auditors and the
response to those letters. The Audit Committee has also received
the written disclosures and the letter from the Company’s
independent accountant, Deloitte & Touche LLP
(sometimes referred to as D&T), required by applicable
requirements of the Public Company Accounting Oversight Board
regarding D&T’s communications with the Audit
Committee concerning independence, and has had discussions with
D&T regarding their independence. The Audit Committee has
also received, reviewed and discussed with D&T the report
required by section 10A(k) of the Securities Exchange Act
of 1934.
Taking all of these reviews and discussions into account, the
undersigned Audit Committee members recommended to the Board of
Directors that the Board approve the inclusion of the
Company’s audited financial statements in the
Company’s Annual Report on
Form 10-K
for the fiscal year ended January 31, 2009, for filing with
the SEC.
Members of the Audit Committee
Emanuel Chirico (Chairperson)
Lawrence J. Schorr Walter Rossi
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This excerpt taken from the DKS DEF 14A filed May 7, 2008. Report of
the Audit Committee
The following Report of the Audit Committee does not
constitute soliciting material and should not be deemed filed or
incorporated by reference into any other Company filing under
the Securities Act of 1933 or the Securities Exchange Act of
1934, except to the extent the Company specifically incorporates
this Report by reference therein.
The charter of the Audit Committee of the Board of Directors,
the full text of which is available on the Investor Relations
portion of our website (www.dickssportinggoods.com), specifies
that the purpose of the Committee is to assist the Board of
Directors in its responsibility to:
In carrying out these responsibilities, the Audit Committee,
among other things:
The Audit Committee met eleven (11) times during fiscal
2007. The Audit Committee schedules its meetings with a view to
ensuring that it devotes appropriate attention to all of its
tasks. The Committee’s meetings include, whenever
appropriate, executive sessions with the Company’s
independent auditors without the presence of the Company’s
management.
As part of its oversight of the Company’s financial
statements, the Committee reviews and discusses with both
management and the Company’s independent auditors all
annual financial statements and quarterly operating results
prior to their issuance. During fiscal 2007, management advised
the Committee that each set of financial statements reviewed had
been prepared in accordance with generally accepted accounting
principles, and reviewed significant accounting and disclosure
issues with the Committee. These reviews included discussion
with the outside auditors of matters required to be discussed
pursuant to Statement on Auditing Standards No. 61
(Communication with Audit Committees), including the
adoption of, or changes to, the Company’s significant
internal auditing and accounting principles and procedures as
suggested by the outside auditors, internal audit and management
and any management letters provided by the outside auditors and
the response to those letters. The Committee also discussed with
Deloitte & Touche LLP matters relating to its
independence, including a review of audit and non-audit fees and
the disclosures made to the Committee pursuant to
Independence Standards Board Standard No. 1
(Independence Discussions with Audit Committees) and the
Audit Committee has received a written disclosure letter as
required by that standard. The Audit Committee has also
received, reviewed and discussed with Deloitte &
Touche LLP the report required by section 10A(k) of the
Securities Exchange Act of 1934.
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Taking all of these reviews and discussions into account, the
undersigned Committee members recommended to the Board of
Directors that the Board approve the inclusion of the
Company’s audited financial statements in the
Company’s Annual Report on
Form 10-K
for the fiscal year ended February 2, 2008, for filing with
the SEC.
Members of the Audit Committee
Emanuel Chirico (Chairperson)
Lawrence J. Schorr Walter Rossi This excerpt taken from the DKS DEF 14A filed May 3, 2007. Report of
the Audit Committee
The following Report of the Audit Committee does not
constitute soliciting material and should not be deemed filed or
incorporated by reference into any other Company filing under
the Securities Act of 1933 or the Securities Exchange Act of
1934, except to the extent the Company specifically incorporates
this Report by reference therein.
The charter of the Audit Committee of the Board of Directors,
the full text of which is available on the Investor Relations
portion of our website (www.dickssportinggoods.com), specifies
that the purpose of the Committee is to assist the Board of
Directors in its responsibility to:
In carrying out these responsibilities, the Audit Committee,
among other things:
The Audit Committee met nine (9) times during fiscal 2006.
The Audit Committee schedules its meetings with a view to
ensuring that it devotes appropriate attention to all of its
tasks. The Committee’s meetings include, whenever
appropriate, executive sessions with the Company’s
independent auditors without the presence of the Company’s
management.
Table of Contents
As part of its oversight of the Company’s financial
statements, the Committee reviews and discusses with both
management and the Company’s independent auditors all
annual financial statements and quarterly operating results
prior to their issuance. During fiscal 2006, management advised
the Committee that each set of financial statements reviewed had
been prepared in accordance with generally accepted accounting
principles, and reviewed significant accounting and disclosure
issues with the Committee. These reviews included discussion
with the outside auditors of matters required to be discussed
pursuant to Statement on Auditing Standards No. 61
(Communication with Audit Committees), including the
adoption of, or changes to, the Company’s significant
internal auditing and accounting principles and procedures as
suggested by the outside auditors, internal audit and management
and any management letters provided by the outside auditors and
the response to those letters. The Committee also discussed with
Deloitte & Touche LLP matters relating to its
independence, including a review of audit and non-audit fees and
the disclosures made to the Committee pursuant to
Independence Standards Board Standard No. 1
(Independence Discussions with Audit Committees) and the
Audit Committee has received a written disclosure letter as
required by that standard. The Audit Committee has also
received, reviewed and discussed with Deloitte & Touche
LLP the report required by section 10A(k) of the Securities
Exchange Act of 1934.
Taking all of these reviews and discussions into account, the
undersigned Committee members recommended to the Board of
Directors that the Board approve the inclusion of the
Company’s audited financial statements in the
Company’s Annual Report on
Form 10-K
for the fiscal year ended February 3, 2007, for filing with
the SEC.
Members of the Audit Committee
Emanuel Chirico (Chairperson)
Lawrence J. Schorr Walter Rossi This excerpt taken from the DKS DEF 14A filed Apr 24, 2006. Report of the Audit Committee
The following Report of the Audit Committee does not constitute soliciting material and should not be deemed filed or incorporated by reference into any other Company filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent the Company specifically incorporates this Report by reference therein. The charter of the Audit Committee of the Board of Directors specifies that the purpose of the Committee is to assist the Board of Directors in its responsibility to:
(In connection with the New York Stock Exchange’s adopting its revised Corporate Governance Standards, we amended and restated the Company’s Audit Committee Charter on December 1, 2004. The full text of the Committee’s charter is available on the Investor Relations portion of our website (www.dickssportinggoods.com).) In carrying out these responsibilities, the Audit Committee, among other things:
The Committee met five (5) times during fiscal 2005. The Committee schedules its meetings with a view to ensuring that it devotes appropriate attention to all of its tasks. The Committee’s meetings include, whenever appropriate, executive sessions with the Company’s independent auditors without the presence of the Company’s management. As part of its oversight of the Company’s financial statements, the Committee reviews and discusses with both management and the Company’s independent auditors all annual financial statements and quarterly operating results prior to their issuance. During fiscal 2005, management advised the Committee that each set of financial statements reviewed had been prepared in accordance with generally accepted accounting principles, 13
Table of Contents
and reviewed significant accounting and
disclosure issues with the Committee. These reviews included
discussion with the outside auditors of matters required to be
discussed pursuant to Statement on Auditing Standards
No. 61 (Communication with Audit Committees), including
the adoption of, or changes to, the Company’s significant
internal auditing and accounting principles and procedures as
suggested by the outside auditors, internal audit and management
and any management letters provided by the outside auditors and
the response to those letters. The Committee also discussed with
Deloitte & Touche LLP matters relating to its
independence, including a review of audit and non-audit fees and
the disclosures made to the Committee pursuant to
Independence Standards Board Standard No. 1
(Independence Discussions with Audit Committees) and the
Audit Committee has received a written disclosure letter as
required by that standard. The Audit Committee has also
received, reviewed and discussed with Deloitte & Touche
LLP the report required by section 10A(k) of the Securities
Exchange Act of 1934.
Taking all of these reviews and discussions into account, the undersigned Committee members recommended to the Board of Directors that the Board approve the inclusion of the Company’s audited financial statements in the Company’s Annual Report on Form 10-K for the fiscal year ended January 28, 2006, for filing with the Commission.
This excerpt taken from the DKS DEF 14A filed Apr 25, 2005. Report of the Audit Committee
The following Report of the Audit Committee does not constitute soliciting material and should not be deemed filed or incorporated by reference into any other Company filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent the Company specifically incorporates this Report by reference therein. The charter of the Audit Committee of the Board of Directors specifies that the purpose of the Committee is to assist the Board of Directors in its responsibility to:
12
Table of Contents
(In connection with the New York Stock Exchange’s adopting its revised Corporate Governance Standards, we amended and restated the Company’s Audit Committee Charter on December 1, 2004. The full text of the Committee’s charter is attached to this proxy statement as Annex II and is available on the Investor Relations portion of our website (www.dickssportinggoods.com).) In carrying out these responsibilities, the Audit Committee, among other things:
The Committee met eleven (11) times during fiscal 2004. The Committee schedules its meetings with a view to ensuring that it devotes appropriate attention to all of its tasks. The Committee’s meetings include, whenever appropriate, executive sessions with the Company’s independent auditors without the presence of the Company’s management. As part of its oversight of the Company’s financial statements, the Committee reviews and discusses with both management and the Company’s independent auditors all annual financial statements and quarterly operating results prior to their issuance. During fiscal 2004, management advised the Committee that each set of financial statements reviewed had been prepared in accordance with generally accepted accounting principles, and reviewed significant accounting and disclosure issues with the Committee. These reviews included discussion with the outside auditors of matters required to be discussed pursuant to Statement on Auditing Standards No. 61 (Communication with Audit Committees), including the adoption of, or changes to, the Company’s significant internal auditing and accounting principles and procedures as suggested by the outside auditors, internal audit and management and any management letters provided by the outside auditors and the response to those letters. The Committee also discussed with Deloitte & Touche LLP matters relating to its independence, including a review of audit and non-audit fees and the disclosures made to the Committee pursuant to Independence Standards Board Standard No. 1 (Independence Discussions with Audit Committees) and the Audit Committee has received a written disclosure letter as required by that standard. The Audit Committee has also received, reviewed and discussed with Deloitte & Touche LLP the report required by section 10A(k) of the Securities Exchange Act of 1934. 13
Table of Contents
Taking all of these reviews and discussions into account, the undersigned Committee members recommended to the Board of Directors that the Board approve the inclusion of the Company’s audited financial statements in the Company’s Annual Report on Form 10-K for the fiscal year ended January 29, 2005, for filing with the Commission.
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