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This excerpt taken from the ELN 6-K filed Mar 30, 2009. Audit
Committee
The Audit Committee, composed entirely of independent
non-executive directors, helps the board in its general
oversight of the Company’s accounting and financial
reporting practices, internal controls and audit functions, and
is directly responsible for the appointment, compensation and
oversight of the work of our independent auditors. The members
of the committee are Mr. Gary Kennedy, Chairman,
Mr. Kerr and Mr. O’Connor (appointed
10 September 2008). Mr. Crowley and Mr. Shames
resigned from the Audit Committee on 22 May 2008 and
29 January 2009, respectively. Mr. Gary Kennedy
qualifies as an audit committee financial expert. The Audit
Committee held eight meetings in 2008.
Table of Contents
Further information about the work of the Audit Committee is set
out in the Report of the Audit Committee on pages 106 to
107.
This excerpt taken from the ELN 20-F filed Feb 26, 2009. Audit
Committee
The Audit Committee, composed entirely of independent
non-executive directors, helps the board in its general
oversight of the Company’s accounting and financial
reporting practices, internal controls and audit functions, and
is directly responsible for the appointment, compensation and
oversight of the work of our independent auditors. The members
of the committee are Mr. Gary Kennedy, Chairman,
Mr. Kerr and Mr. O’Connor (appointed
September 10, 2008). Mr. Crowley and Mr. Shames
resigned from the Audit Committee on May 22, 2008 and
January 29, 2009, respectively. Mr. Gary Kennedy
qualifies as an audit committee financial expert. The Audit
Committee held eight meetings in 2008. For additional
information on the Audit Committee, refer to Item 16.A.
“Audit Committee Financial Expert” and Item 16.C.
“Report of the Audit Committee.”
This excerpt taken from the ELN 6-K filed Mar 31, 2008. Audit
Committee
The Audit Committee, composed entirely of independent
non-executive directors, helps the board in its general
oversight of the Company’s accounting and financial
reporting practices, internal controls and audit functions, and
is directly responsible for the appointment, compensation and
oversight of the work of our independent auditors. The members
of the committee are Mr. Kennedy, Chairman,
Mr. Crowley, Mr. Kerr (appointed 31 January
2008) and Mr. Shames. Mr. McGowan resigned from
the Audit Committee on 31 January 2008. Mr. Kennedy
qualifies as an audit committee financial expert. The Audit
Committee held nine meetings during 2007. Further information
about the work of the Audit Committee is set out in the Report
of the Audit Committee on pages 73 to 74.
This excerpt taken from the ELN 20-F filed Feb 28, 2008. Audit
Committee
The Audit Committee, composed entirely of independent
non-executive directors, helps the board in its general
oversight of the Company’s accounting and financial
reporting practices, internal controls and audit functions, and
is directly responsible for the appointment, compensation and
oversight of the work of our independent auditors. The members
of the committee are Mr. Kennedy, Chairman,
Mr. Crowley, Mr. Kerr (appointed January 31,
2008) and Mr. Shames. Mr. McGowan resigned from
the Audit Committee on January 31, 2008. Mr. Kennedy
qualifies as an audit committee financial expert. The Audit
Committee held nine meetings during 2007. For additional
information on the Audit Committee, please refer to
Item 16.A. “Audit Committee Financial Expert” and
Item 16.C. “Report of the Audit Committee.”
This excerpt taken from the ELN 6-K filed Mar 30, 2007. Audit
Committee
The audit committee, composed entirely of independent
non-executive directors, helps the board in its general
oversight of the Company’s accounting and financial
reporting practices, internal controls and audit functions, and
is directly responsible for the appointment, compensation and
oversight of the work of our independent auditors. The members
of the committee are Dr. Gillespie, Chairman,
Mr. Kennedy, and Mr. McGowan. Mr. Kennedy
qualifies as an audit committee financial expert. The audit
committee held eight formal meetings during 2006. Further
information about the work of the Audit Committee is set out in
the Report of the Audit Committee on pages 69 to 70.
This excerpt taken from the ELN 20-F filed Feb 28, 2007. Audit
Committee
The audit committee, composed entirely of independent
non-executive directors, helps the board in its general
oversight of the Company’s accounting and financial
reporting practices, internal controls and audit functions, and
is directly responsible for the appointment, compensation and
oversight of the work of our independent auditors. The members
of the committee are Dr. Gillespie, Chairman,
Mr. Kennedy, and Mr. McGowan. Mr. Kennedy
qualifies as an audit committee financial expert. The audit
committee held eight meetings during 2006. For additional
information on the audit committee, please refer to
Item 16A. “Audit Committee Financial Expert” and
Item 16C. “Report of the Audit Committee.”
This excerpt taken from the ELN 20-F filed Mar 30, 2006. Audit
Committee
The audit committee, composed entirely of non-executive
directors, helps the board in its general oversight of our
accounting and financial reporting practices, internal controls
and audit functions, and is directly responsible for the
appointment, compensation and oversight of our independent
auditors. The audit committee periodically reviews the
effectiveness of the system of internal control. It monitors the
adequacy of internal accounting practices, procedures and
controls, and reviews all significant changes in accounting
policies. The committee meets regularly with the internal and
external auditors and addresses all issues raised and
recommendations made by them. The members of the committee in
2005 were Dr. Gillespie (chairman), Mr. Kennedy
(appointed September 9, 2005), Mr. McGowan and
Ms. Gray, who was appointed to the audit committee on
February 3, 2005, and served on the committee until
Mr. Kennedy’s appointment. Mr. Kennedy qualifies
as an audit committee financial expert.
Consistent with SEC policies regarding auditor independence, the
audit committee has responsibility for appointing, setting
compensation, overseeing the work of and ensuring the
independence of the independent auditor. In recognition of this
responsibility, the audit committee has established a policy to
pre-approve all audit and permissible non-audit services
provided by the independent auditor. Prior to engagement of the
independent auditor for the next year’s audit, management
will submit a list of services and related fees expected to be
rendered during that year within each of four categories of
services to the audit committee for approval: audit services;
audit-related services; tax services; and other fees.
Prior to engagement, the audit committee pre-approves all
independent auditor services within each category. The fees are
budgeted and the audit committee requires the independent
auditor and management to report actual fees versus the budget
periodically throughout the year by category of service. During
the year, circumstances may arise when it may become necessary
to engage the independent auditor for additional services not
contemplated in the original pre-approval categories. In those
instances, the audit committee requires specific pre-approval
before engaging the independent auditor.
The audit committee may delegate pre-approval authority to one
or more of its members. The member to whom such authority is
delegated reports any pre-approval decisions to the audit
committee at its next scheduled meeting.
Table of Contents
This excerpt taken from the ELN 6-K filed Apr 11, 2005. Audit Committee The audit committee, composed entirely of non-executive directors, helps the board in its general oversight of our accounting and financial reporting practices, internal controls and audit functions, and is directly responsible for the appointment, compensation and oversight of our independent auditors. The audit committee periodically reviews the effectiveness of the system of internal control. It monitors the adequacy of internal accounting practices, procedures and controls, and reviews all significant changes in accounting policies. The committee meets regularly with the internal and external auditors and addresses all issues raised and recommendations made by them. The members of the committee in 2004 were Mr. McLaughlin, chairman, Dr. Gillespie and Mr. McGowan. The audit committee held 9 formal meetings during
Corporate Governance 2004. In January 2005, Mr. McLaughlin retired from the committee and Dr. Gillespie was appointed as chairman. On 3 February 2005, Ms. Gray was appointed to the committee. The audit committee has responsibility for appointing, setting compensation and overseeing the work of the independent auditor. In recognition of this responsibility, the audit committee has established a policy to pre-approve all audit and permissible non-audit services provided by the independent auditor. Prior to engagement of the independent auditor for the next year’s audit, management will submit a list of services and related fees expected to be rendered during that year within each of four categories of services to the audit committee for approval: audit services; audit-related services; tax services; and other fees. Prior to engagement, the audit committee pre-approves all independent auditor services within each category. The fees are budgeted and the audit committee requires the independent auditor and management to report actual fees versus the budget periodically throughout the year by category of service. During the year, circumstances may arise when it may become necessary to engage the independent auditor for additional services not contemplated in the original pre-approval categories. In those instances, the audit committee requires specific pre-approval before engaging the independent auditor. The audit committee may delegate pre-approval authority to one or more of its members. The member to whom such authority is delegated must report, for informational purposes only, any pre-approval decisions to the audit committee at its next scheduled meeting. As part of the our code of conduct, we have put in place a confidential email and telephone hotline to allow employees to report potential violations of laws, rules, regulations or ethical standards. The audit committee reviews these arrangements, and the investigation and follow-up of such reported matters. | EXCERPTS ON THIS PAGE:
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