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This excerpt taken from the EBAY DEF 14A filed Mar 19, 2009. AUDIT
COMMITTEE
REPORT1
We constitute the Audit Committee of the Board of Directors of
eBay Inc. The Audit Committee’s responsibility is to
provide assistance and guidance to the Board of Directors in
fulfilling its oversight responsibilities to eBay’s
stockholders with respect to (1) eBay’s corporate
accounting and reporting practices, (2) eBay’s
compliance with legal and regulatory requirements, (3) the
independent auditors’ qualifications and independence,
(4) the performance of eBay’s internal audit function
and independent auditors, (5) the quality and integrity of
eBay’s financial statements and reports, (6) reviewing
and approving all audit engagement fees and terms, as well as
all non-audit engagements with the independent auditors, and
(7) producing this report. The Audit Committee members are
not professional accountants or auditors and these functions are
not intended to replace or duplicate the activities of
management or the independent auditors. Management has primary
responsibility for preparing the financial statements and
designing and assessing the effectiveness of internal control
over financial reporting. Management and the internal auditing
department are responsible for maintaining appropriate
accounting and financial reporting principles and policies and
internal controls and procedures that provide for compliance
with accounting standards and applicable laws and regulations.
PwC, eBay’s independent auditors, are responsible for
planning and carrying out an audit of eBay’s financial
statements in accordance with the standards of the Public
Company Accounting Oversight Board (United States) and
eBay’s internal control over financial reporting,
expressing an opinion on the conformity of eBay’s audited
financial statements with generally accepted accounting
principles as well as the effectiveness of eBay’s internal
control over financial reporting, reviewing eBay’s
quarterly financial statements prior to the filing of each
quarterly report on
Form 10-Q,
and other procedures.
During 2008, and earlier in 2009, in connection with the
preparation of eBay’s annual report on
Form 10-K
for the year ended December 31, 2008, and in fulfillment of
our oversight responsibilities, we did the following, among
other things:
1 The
material in this Audit Committee report is not “soliciting
material,” is not deemed “filed” with the SEC and
is not to be incorporated by reference in any of our filings
under the Securities Act of 1933, as amended, or the Exchange
Act, whether made before, on or after the date hereof and
irrespective of any general incorporation language in any such
filing.
Table of Contents
The Audit Committee held 12 meetings in 2008. Throughout the
year we conferred with PwC, eBay’s internal audit team, and
senior management in separate executive sessions to discuss any
matters that the Audit Committee, PwC, the internal audit team,
or senior management believed should be discussed privately with
the Audit Committee. We have direct and private access to both
the internal and external auditors of eBay.
The Audit Committee has discussed with PwC the matters required
to be discussed by by Statement on Auditing Standards
No. 61, as amended (AICPA, Professional Standards, Vol. 1
AU Section 380) as adopted by the Public Company
Accounting Oversight Board in Rule 3200T. The Audit
Committee has also received the written disclosures and the
letter from PwC required by the applicable Public Company
Accounting Oversight Board requirements for independent
accountant communications with audit committees concerning
auditor independence, and has discussed the independence of PwC
with that firm. We have also concluded that PwC’s provision
to eBay and its affiliates of the non-audit services reflected
under “Audit-Related Fees” above is compatible with
PwC’s obligation to remain independent.
We have also established procedures for the receipt, retention,
and treatment of complaints received by eBay regarding
accounting, internal accounting controls, or auditing matters
and for the confidential anonymous submission by eBay employees
of concerns regarding questionable accounting or auditing
matters.
After reviewing the qualifications of the current members of the
committee, and any relationships they may have with eBay that
might affect their independence from eBay, the Board determined
that each member of the Audit Committee meets the independence
requirements of The Nasdaq Stock Market and of Section 10A
of the Exchange Act, that each member is able to read and
understand fundamental financial statements and that
Mr. Anderson qualifies as an “audit committee
financial expert” under the applicable rules promulgated
pursuant to the Exchange Act. The Audit Committee operates under
a written charter adopted by the Board of Directors. The Audit
Committee Charter, as so amended, is shown on the corporate
governance section of eBay’s investor relations website at
http://investor.ebay.com/governance.
Any future changes in the charter or key practices will also
be reflected on the website.
Based on our reviews and discussions described above, we
recommended to the Board of Directors, and the Board approved,
the inclusion of the audited financial statements in eBay’s
Annual Report on
Form 10-K
for the year ended December 31, 2008, which eBay filed with
the SEC on February 20, 2009. We have also recommended, and
the Board has approved, the selection of PwC as our independent
auditors for 2009.
AUDIT COMMITTEE
Fred D. Anderson, Chair
Dawn G. Lepore David M. Moffett Richard T. Schlosberg, III
Table of Contents
This excerpt taken from the EBAY DEF 14A filed Apr 28, 2008. AUDIT
COMMITTEE
REPORT1
We constitute the Audit Committee of the Board of Directors of
eBay Inc. The Audit Committee’s responsibility is to
provide assistance and guidance to the Board of Directors in
fulfilling its oversight responsibilities to eBay’s
stockholders with respect to (1) eBay’s corporate
accounting and reporting practices, (2) eBay’s
compliance with legal and regulatory requirements, (3) the
independent auditors’ qualifications and independence,
(4) the performance of eBay’s internal audit function
and independent auditors, (5) the quality and integrity of
eBay’s financial statements and reports, (6) reviewing
and approving all audit engagement fees and terms, as well as
all non-audit engagements with the independent auditors, and
(7) producing this report. The Audit Committee members are
not professional accountants or auditors and these functions are
not intended to replace or duplicate the activities of
management or the independent auditors. Management has primary
responsibility for preparing the financial statements and
designing and assessing the effectiveness of internal control
over financial reporting. Management and the internal auditing
department are responsible for maintaining appropriate
accounting and financial reporting principles and policies and
internal controls and procedures that provide for compliance
with accounting standards and applicable laws and regulations.
PwC, eBay’s independent auditors, are responsible for
planning and carrying out an audit of eBay’s financial
statements in accordance with the standards of the Public
Company Accounting Oversight Board (United States) and
eBay’s internal control over financial reporting,
expressing an opinion on the conformity of eBay’s audited
financial statements with generally accepted accounting
principles as well as the effectiveness of eBay’s internal
control over financial reporting, reviewing eBay’s
quarterly financial statements prior to the filing of each
quarterly report on
Form 10-Q,
and other procedures.
During 2007, and earlier in 2008, in connection with the
preparation of eBay’s annual report on
Form 10-K
for the year ended December 31, 2007, and in fulfillment of
our oversight responsibilities, we did the following, among
other things:
1 The
material in this Audit Committee report is not “soliciting
material,” is not deemed “filed” with the SEC and
is not to be incorporated by reference in any of our filings
under the Securities Act of 1933, as amended, or the Exchange
Act, whether made before, on or after the date hereof and
irrespective of any general incorporation language in any such
filing.
Table of Contents
The Audit Committee held 12 meetings in 2007. Throughout the
year we conferred with PwC, eBay’s internal audit team, and
senior management in separate executive sessions to discuss any
matters that the Audit Committee, PwC, the internal audit team,
or senior management believed should be discussed privately with
the Audit Committee. We have direct and private access to both
the internal and external auditors of eBay.
We have discussed with PwC their independence from management
and eBay and have received and reviewed the written disclosure
and the letter regarding the auditors’ independence as
required by Independence Standards Board Standard No. 1
(Independence Discussions with Audit Committee), as adopted by
the Public Company Accounting Oversight Board. We have also
concluded that PwC’s provision to eBay and its affiliates
of the non-audit services reflected under “Audit-Related
Fees” above is compatible with PwC’s obligation to
remain independent.
We have also established procedures for the receipt, retention,
and treatment of complaints received by eBay regarding
accounting, internal accounting controls, or auditing matters
and for the confidential anonymous submission by eBay employees
of concerns regarding questionable accounting or auditing
matters.
After reviewing the qualifications of the current members of the
committee, and any relationships they may have with eBay that
might affect their independence from eBay, the Board determined
that each member of the Audit Committee meets the independence
requirements of the Nasdaq Global Select Market and of
Section 10A of the Exchange Act, that each member is able
to read and understand fundamental financial statements and that
Mr. Anderson qualifies as an “audit committee
financial expert” under the applicable rules promulgated
pursuant to the Exchange Act. The Audit Committee operates under
a written charter adopted by the Board of Directors, which was
last modified in March 2004. The Audit Committee Charter, as so
amended, is shown on the corporate governance section of
eBay’s investor relations website at
http://investor.ebay.com/governance. Any future changes
in the charter or key practices will also be reflected on the
website.
Based on our reviews and discussions described above, we
recommended to the Board of Directors, and the Board approved,
the inclusion of the audited financial statements in eBay’s
Annual Report on
Form 10-K
for the year ended December 31, 2007, which eBay filed with
the SEC on February 29, 2008. We have also recommended, and
the Board has approved, the selection of PwC as our independent
auditors for 2008.
AUDIT COMMITTEE
Fred D. Anderson, Chair
Dawn G. Lepore David M. Moffett* Richard T. Schlosberg, III
* Member of the Audit Committee since July 17, 2007.
Table of Contents
This excerpt taken from the EBAY DEF 14A filed Apr 30, 2007. AUDIT
COMMITTEE
REPORT1
We constitute the Audit Committee of the Board of Directors of
eBay Inc. The Audit Committee’s responsibility is to
provide assistance and guidance to the Board of Directors in
fulfilling its oversight responsibilities to eBay’s
stockholders with respect to (1) eBay’s corporate
accounting and reporting practices, (2) eBay’s
compliance with legal and regulatory requirements, (3) the
independent auditor’s qualifications and independence,
(4) the performance of eBay’s internal audit function
and independent auditors, (5) the quality and integrity of
eBay’s financial statements and reports, (6) reviewing
and approving all audit engagement fees and terms, as well as
all non-audit engagements with the independent auditors, and
(7) producing this report. The Audit Committee members are
not professional accountants or auditors and these functions are
not intended to replace or duplicate the activities of
management or the independent auditors. Management has primary
responsibility for preparing the financial statements and
designing and assessing the effectiveness of internal control
over financial reporting. Management and the internal auditing
department are responsible for maintaining appropriate
accounting and financial reporting principles and policies and
internal controls and procedures that provide for compliance
with accounting standards and applicable laws and regulations.
PricewaterhouseCoopers LLP, or PwC, eBay’s independent
auditors, are responsible for planning and carrying out an audit
of eBay’s financial statements in accordance with the
standards of the Public Company Accounting Oversight Board
(United States) and of management’s assessment of
eBay’s internal control over financial reporting,
expressing an opinion on the conformity of eBay’s audited
financial statements with generally accepted accounting
principles as well as the effectiveness of eBay’s internal
control over financial reporting and management’s
assessment thereof, reviewing eBay’s quarterly financial
statements prior to the filing of each quarterly report on
Form 10-Q,
and other procedures.
During the last year, and earlier in 2007, in connection with
the preparation of eBay’s annual report on
Form 10-K
for the year ended December 31, 2006, and in fulfillment of
our oversight responsibilities, we did the following, among
other things:
1 The
material in this Audit Committee report is not “soliciting
material,” is not deemed “filed” with the SEC and
is not to be incorporated by reference in any of our filings
under the Securities Act of 1933, as amended, or the Exchange
Act, whether made before or after the date hereof and
irrespective of any general incorporation language in any such
filing.
Table of Contents
The Audit Committee held 13 meetings in 2006. Throughout the
year we conferred with PwC, eBay’s internal audit team, and
senior management in separate executive sessions to discuss any
matters that the Audit Committee, PwC, the internal audit team,
or senior management believed should be discussed privately with
the Audit Committee. We have direct and private access to both
the internal and external auditors of eBay.
We have discussed with PwC their independence from management
and eBay and have received and reviewed the written disclosure
and the letter regarding the auditors’ independence as
required by Independence Standards Board Standard No. 1
(Independence Discussions with Audit Committee). We have also
concluded that PwC’s provision to eBay and its affiliates
of the non-audit services described under “Audit and Other
Professional Fees” above is compatible with PwC’s
obligation to remain independent.
We have also established procedures for the receipt, retention,
and treatment of complaints received by eBay regarding
accounting, internal accounting controls, or auditing matters
and for the confidential anonymous submission by eBay employees
of concerns regarding questionable accounting or auditing
matters.
After reviewing the qualifications of the current members of the
committee, and any relationships they may have with eBay that
might affect their independence from eBay, the Board determined
that each member of the Audit Committee meets the independence
requirements of the Nasdaq Global Select Market and of
Section 10A of the Exchange Act, that each member is able
to read and understand fundamental financial statements and that
Mr. Anderson qualifies as an “audit committee
financial expert” under the applicable rules promulgated
pursuant to the Exchange Act. The Audit Committee operates under
a written charter adopted by the Board of Directors, which was
last modified in March 2004. The Audit Committee Charter, as so
amended, is shown on the corporate governance section of
eBay’s investor relations website at
http://investor.ebay.com/governance. Any future changes
in the charter or key practices will also be reflected on the
website.
Based on our reviews and discussions described above, we
recommended to the Board of Directors, and the Board approved,
the inclusion of the audited financial statements in eBay’s
Annual Report on
Form 10-K
for the year ended December 31, 2006, which eBay filed with
the SEC on February 28, 2007. We have also recommended, and
the Board has approved, the selection of PwC as our independent
auditors for 2007.
AUDIT COMMITTEE
Fred D. Anderson, Chair
Dawn G. Lepore Richard T. Schlosberg, III
Table of Contents
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