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ESRX » Topics » REPORT OF THE AUDIT COMMITTEE

This excerpt taken from the ESRX DEF 14A filed Apr 16, 2009.
REPORT OF THE AUDIT COMMITTEE
 
The Audit Committee of Express Scripts, Inc. is composed of four directors who, in the judgment of our board of directors, meet the independence requirements of the Nasdaq Global Select Market. Since 1992 the Audit Committee has operated under a Charter adopted by our board of directors. The Charter, as amended, is available through the “Investor Information” section of our website at www.express-scripts.com. The primary function of the Audit Committee is to assist our board of directors in its oversight of the integrity of our Company’s financial reporting processes and system of internal controls with respect to finance and accounting. Management is responsible for our financial statements and overall reporting process, including the system of internal controls. The independent registered public accountants are responsible for conducting annual audits and quarterly reviews of our financial statements and expressing an opinion as to the conformity of the annual financial statements with generally accepted accounting principles.
 
The Audit Committee submits the following report pursuant to the Securities and Exchange Commission, or “SEC,” rules:
 
  •  The Audit Committee has reviewed and discussed with management and with PricewaterhouseCoopers LLP, or “PwC,” our Company’s independent registered public accountants, the audited consolidated financial statements of our Company for the year ended December 31, 2008 (which we refer to as the “Financial Statements”).
 
  •  PwC has discussed with the management of our Company and the Audit Committee all the matters required by Statement on Auditing Standards No. 61, as amended, as adopted by the Public Company Accounting Oversight Board, or “PCAOB,” in Rule 3200T, which include among other items, matters related to the conduct of the audit of the Financial Statements.
 
  •  The Audit Committee has received from PwC the written disclosures and the letter required by the applicable requirements of the PCAOB regarding the independent accountant’s communications with the Audit Committee concerning independence (which relates to the auditor’s independence from our Company and its related entities), and has discussed PwC’s independence with us.


39

Table of Contents

 
  •  Based upon the aforementioned review, discussions and representations of PwC, and the unqualified audit opinion presented by PwC on the Financial Statements, the Audit Committee recommended to the board of directors that the Financial Statements be included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2008 for filing with the SEC.
 
Respectfully submitted,
 
Frank Borelli, Chairman
John O. Parker, Jr.
Seymour Sternberg
Frank Mergenthaler
 
The Report of the Audit Committee will not be deemed incorporated by reference by any general statement incorporating by reference this proxy statement or portions thereof into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent that we specifically incorporate this information by reference, and will not otherwise be deemed filed under such Acts.
 
This excerpt taken from the ESRX DEF 14A filed Apr 14, 2008.
REPORT OF THE AUDIT COMMITTEE
 
The Audit Committee of Express Scripts, Inc. is composed of four directors who, in the judgment of our board of directors, meet the independence requirements of the Nasdaq Global Select Market. Since 1992 the Audit Committee has operated under a Charter adopted by our board of directors. The Charter, as amended, is available through the “Investor Information” section of our website at www.express-scripts.com. The primary function of the Audit Committee is to assist our board of directors in its oversight of the integrity of our company’s financial reporting processes and system of internal controls with respect to finance and accounting. Management is responsible for our financial statements and overall reporting process, including the system of internal controls. The independent registered public accountants are responsible for conducting annual audits and quarterly reviews of our financial statements and expressing an opinion as to the conformity of the annual financial statements with generally accepted accounting principles.
 
The Audit Committee submits the following report pursuant to the Securities and Exchange Commission rules:
 
  •  The Audit Committee has reviewed and discussed with management and with PricewaterhouseCoopers LLP, or “PwC”, our company’s independent registered public accountants, the audited consolidated financial statements of our company for the year ended December 31, 2007 (the “Financial Statements”).
 
  •  PwC has advised the management of our company and the Audit Committee that it has discussed with them all the matters required to be discussed by Statement of Accounting Standards 114, as modified, as adopted by the Public Company Accounting Oversight Board, or “PCAOB”, in Rule 3200T, which include among other items, matters related to the conduct of the audit of the Financial Statements.


42

Table of Contents

 
  •  The Audit Committee has received from PwC the written disclosures and the letter required by Independent Standards Board Standard No. 1 (which relates to the auditor’s independence from our company and its related entities), as adopted by the PCAOB in Rule 3600T, and has discussed PwC’s independence with them.
 
  •  Based upon the aforementioned review, discussions and representations of PwC, and the unqualified audit opinion presented by PwC on the Financial Statements, the Audit Committee recommended to the board of directors that the Financial Statements be included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2007 for filing with the SEC.
 
Respectfully submitted,
 
Frank Borelli, Chairman
Maura C. Breen
Nicholas J. LaHowchic
John O. Parker, Jr.
 
The Report of the Audit Committee will not be deemed incorporated by reference by any general statement incorporating by reference this proxy statement or portions thereof into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent that we specifically incorporate this information by reference, and will not otherwise be deemed filed under such Acts.
 
This excerpt taken from the ESRX DEF 14A filed Apr 23, 2007.
REPORT OF THE AUDIT COMMITTEE
 
The Audit Committee of Express Scripts, Inc. is composed of four directors who, in the judgment of our board of directors, meet the independence requirements of the Nasdaq Global Select Market. Since 1992 the Audit Committee has operated under a Charter adopted by our board of directors. The Charter, as amended, is available through the “Investor Information” section of our website at www.express-scripts.com. The primary function of the Audit Committee is to assist our board of directors in its oversight of the integrity of our company’s financial reporting processes and system of internal controls with respect to finance and accounting. Management is responsible for our financial statements and overall reporting process, including the system of internal controls. The independent registered public accountants are responsible for conducting annual audits and quarterly reviews of our financial statements and expressing an opinion as to the conformity of the annual financial statements with generally accepted accounting principles.
 
The Audit Committee submits the following report pursuant to the Securities and Exchange Commission rules:
 
  •  The Audit Committee has reviewed and discussed with management and with PricewaterhouseCoopers LLP, or “PwC”, our company’s independent registered public accountants, the audited consolidated financial statements of our company for the year ended December 31, 2006 (the “Financial Statements”).
 
  •  PwC has advised the management of our company and the Audit Committee that it has discussed with them all the matters required to be discussed by Statement of Accounting Standards 61, as modified, as adopted by the Public Company Accounting Oversight Board, or “PCAOB”, in Rule 3200T, which include among other items, matters related to the conduct of the audit of the Financial Statements.
 
  •  The Audit Committee has received from PwC the written disclosures and the letter required by Independent Standards Board Standard No. 1 (which relates to the auditor’s independence from our company and its related entities), as adopted by the PCAOB in Rule 3600T, and has discussed PwC’s independence with them.


36

Table of Contents

 
  •  Based upon the aforementioned review, discussions and representations of PwC, and the unqualified audit opinion presented by PwC on the Financial Statements, the Audit Committee recommended to the board of directors that the Financial Statements be included in our Annual Report on Form 10-K.
 
Respectfully submitted,
Frank Borelli, Chairman
Maura C. Breen
Nicholas J. LaHowchic
John O. Parker, Jr.
 
The Report of the Audit Committee will not be deemed incorporated by reference by any general statement incorporating by reference this proxy statement or portions thereof into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent that we specifically incorporate this information by reference, and will not otherwise be deemed filed under such Acts.
 

EXCERPTS ON THIS PAGE:

DEF 14A
Apr 16, 2009
DEF 14A
Apr 14, 2008
DEF 14A
Apr 23, 2007

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