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This excerpt taken from the EMAG DEF 14A filed Apr 26, 2007. Report of
the Audit Committee
Notwithstanding anything to the contrary set forth in any of
our previous or future filings under the Securities Act of 1933
or the Securities Exchange Act of 1934 that might incorporate
future filings by reference, including this Proxy Statement, in
whole or in part, the following report of the Audit Committee
shall not be deemed to be incorporated by reference into any
such filings and shall not otherwise be deemed filed under such
acts.
The Audit Committee of the Board of Directors of the Company is
currently composed of three members and acts under a written
charter adopted and approved by the Board of Directors in
January 2005, which is available on our website at
www.emageon.com. The current members of the Audit
Committee are Mr. Beattie (Chairman), Mr. Goad and
Mr. Thompson. The current members of the Audit Committee
are independent directors, as defined under the NASDAQ
Marketplace Rules, and those independence requirements
contemplated by
Rule 10A-3
under the Exchange Act.
The Audit Committee is responsible for reviewing the
Company’s financial reporting process, its systems of
internal controls, the audit process and compliance with laws
and regulations. Management has the primary responsibility for
the financial statements and the reporting process, including
the systems of internal control. In this context, the Audit
Committee has met and held discussions with management and the
Company’s independent registered public accounting firm.
The Audit Committee also has the authority and responsibility to
select, evaluate and, when it deems it to be appropriate,
replace the independent registered public accounting firm.
The Audit Committee has met and held discussions with management
and the independent registered public accounting firm.
Management represented to the Audit Committee that the
Company’s consolidated financial statements were prepared
in accordance with U.S. generally accepted accounting
principles, and the Audit Committee has reviewed and discussed
the consolidated financial statements with management and
Ernst & Young LLP, the Company’s independent
registered public accounting firm. The Audit Committee discussed
with the independent registered public accounting firm matters
required to be discussed by Statement on Auditing Standards
No. 61 Communications with Audit Committees, as
amended.
The Company’s independent registered public accounting firm
also provided to the Audit Committee the written disclosures and
letter required by Independence Standards Board Standard
No. 1 Independence
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Discussions with Audit Committees, and the Audit Committee
discussed with the independent registered public accounting firm
that firm’s independence.
Based upon the Audit Committee’s discussion with management
and the independent registered public accounting firm and the
Audit Committee’s review of the representation of
management and the report of the independent registered public
accounting firm to the Audit Committee, the Audit Committee
recommended that the Board of Directors include the audited
consolidated financial statements in the Company’s Annual
Report on
Form 10-K
for the year ended December 31, 2006 filed with the
Securities and Exchange Commission.
By the Audit Committee:
Fred C. Goad, Jr.
John W. Thompson
This excerpt taken from the EMAG DEF 14A filed Apr 24, 2006. REPORT OF
THE AUDIT COMMITTEE
Notwithstanding anything to the contrary set forth in any of
our previous or future filings under the Securities Act of 1933
or the Securities Exchange Act of 1934 that might incorporate
future filings by reference, including this Proxy Statement, in
whole or in part, the following report of the Audit Committee
shall not be deemed to be incorporated by reference into any
such filings and shall not otherwise be deemed filed under such
acts.
The Audit Committee of the Board of Directors of the Company is
currently composed of three members and acts under a written
charter adopted and approved by the Board of Directors in
January 2005, which is attached hereto as
Appendix A. The current members of the Audit
Committee are Mr. Beattie (Chairman), Mr. Goad and
Mr. Thompson. The current members of the Audit Committee
are independent directors, as defined under the rules of the
Nasdaq Stock Market, and those independence requirements
contemplated by
Rule 10A-3
under the Exchange Act.
The Audit Committee is responsible for reviewing the
Company’s financial reporting process, its systems of
internal controls, the audit process and compliance with laws
and regulations. Management has the primary responsibility for
the financial statements and the reporting process, including
the systems of internal control. In this context, the Audit
Committee has met and held discussions with management and the
Company’s independent registered public accounting firm.
The Audit Committee also has the authority and responsibility to
select, evaluate and, when it deems it to be appropriate,
replace the independent registered public accounting firm.
Table of Contents
The Audit Committee has met and held discussions with management
and the independent registered public accounting firm.
Management represented to the Audit Committee that the
Company’s consolidated financial statements were prepared
in accordance with U.S. generally accepted accounting
principles, and the Audit Committee has reviewed and discussed
the consolidated financial statements with management and
Ernst & Young LLP, the Company’s independent
registered public accounting firm. The Audit Committee discussed
with the independent registered public accounting firm matters
required to be discussed by Statement on Auditing Standards
No. 61 (Communications with Audit Committees).
The Company’s independent registered public accounting firm
also provided to the Audit Committee the written disclosures and
letter required by Independence Standards Board Standard
No. 1 (Independence Discussions with Audit
Committees), and the Audit Committee discussed with the
independent registered public accounting firm that firm’s
independence.
Based upon the Audit Committee’s discussion with management
and the independent registered public accounting firm and the
Audit Committee’s review of the representation of
management and the report of the independent registered public
accounting firm to the Audit Committee, the Audit Committee
recommended that the Board of Directors include the audited
consolidated financial statements in the Company’s Annual
Report on
Form 10-K
for the year ended December 31, 2005 filed with the
Securities and Exchange Commission.
By the Audit Committee:
Arthur P. Beattie, Chairman
Fred C. Goad, Jr. John W. Thompson
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