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EQR » Topics » III. Oversight of the Companys Internal Audit Function

This excerpt taken from the EQR DEF 14A filed Apr 17, 2006.

III. Oversight of the Company’s Internal Audit Function

     a.       Review the appointment and replacement of the senior internal auditing executive.
 
b. Ensure that the senior internal auditing executive has a direct reporting line to and free access for communications with the Chair of the Audit Committee.

A-4


      c.       Review and discuss with management, the independent auditors and the head of the internal audit department the adequacy of the Company’s internal audit function (including the internal audit department’s responsibilities, independence, budget and staffing), the proposed audit plans, and coordination of internal audit's work with that of the independent auditors. The internal audit department’s responsibilities shall include providing management and the Audit Committee with ongoing assessments of the Company’s risk management processes and system of internal control.
 
d. Review from time to time the results of internal audits and special issues brought to the Committee's attention by the internal auditors and management’s responses.
 
e. Discuss annually with the senior management of the Company the performance and compensation of the senior internal auditing executive.

"III. Oversight of the Companys Internal Audit Function" elsewhere:

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