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This excerpt taken from the F DEF 14A filed Apr 3, 2009. Audit Committee
Report
The Audit Committee is composed of four directors, all of whom
meet the independence standards contained in the NYSE Listed
Company rules, SEC rules and Ford’s Corporate Governance
Principles, and operates under a written charter adopted by the
Board of Directors. A copy of the Audit Committee Charter may be
found on the Company’s website, www.ford.com. The
Audit Committee selects, subject to shareholder ratification,
the Company’s independent registered public accounting firm.
Ford management is responsible for the Company’s internal
controls and the financial reporting process. The independent
registered public accounting firm, PricewaterhouseCoopers LLP
(“PricewaterhouseCoopers”), is responsible for
performing independent audits of the Company’s consolidated
financial statements and internal control over financial
reporting and issuing an opinion on the conformity of those
audited financial statements with United States generally
accepted accounting principles and on the effectiveness of the
Company’s internal control over financial reporting. The
Audit Committee monitors the Company’s financial reporting
process and reports to the Board of Directors on its findings.
Audit
Fees
PricewaterhouseCoopers served as the Company’s independent
registered public accounting firm in 2008 and 2007. The Company
paid PricewaterhouseCoopers $43.7 million and
$39.0 million for audit services for the years ended
December 31, 2008 and 2007, respectively. Audit services
consisted of the audit of the financial statements included in
the Company’s Annual Report on
Form 10-K,
reviews of the financial statements included in the
Company’s Quarterly Reports on
Form 10-Q,
attestation of the effectiveness of the Company’s internal
controls over financial reporting, preparation of statutory
audit reports, and providing comfort letters in connection with
Ford and Ford Motor Credit Company funding transactions.
Audit-Related
Fees
The Company paid PricewaterhouseCoopers $7.7 million and
$13.3 million for audit-related services for the years
ended December 31, 2008 and 2007, respectively.
Audit-related services included support of funding transactions,
due diligence for mergers, acquisitions and divestitures,
employee benefit plan audits, attestation services, internal
control reviews, and assistance with interpretation of
accounting standards.
Tax
Fees
The Company paid PricewaterhouseCoopers $5.7 million and
$5.5 million for tax services for the years ended
December 31, 2008 and 2007, respectively. The types of tax
services provided included assistance with tax compliance and
the preparation of tax returns, tax consultation, planning and
implementation services, assistance in connection with tax
audits, tax advice related to mergers, acquisitions and
divestitures, and tax return preparation services provided to
international service employees (“ISEs”) to minimize
the cost to the Company of these assignments. In 2005, the
Company began the transition to a new service provider for tax
return preparation services to ISEs. Of the fees paid for tax
services, the Company paid 57% and 60% for tax compliance and
the preparation of Company tax returns in 2008 and 2007,
respectively.
All Other
Fees
The Company did not engage PricewaterhouseCoopers for any other
services for the years ended December 31, 2008 and 2007.
Total
Fees
The Company paid PricewaterhouseCoopers a total of $57.1 and
$57.8 million in fees for the years ended December 31,
2008 and 2007, respectively.
Table of Contents
Auditor
Independence
During the last year, the Audit Committee met and held
discussions with management and PricewaterhouseCoopers. The
Audit Committee reviewed and discussed with Ford management and
PricewaterhouseCoopers the audited financial statements and the
assessment of the effectiveness of internal controls over
financial reporting, contained in the Company’s Annual
Report on
Form 10-K
for the year ended December 31, 2008. The Audit Committee
also discussed with PricewaterhouseCoopers the matters required
to be discussed by applicable requirements of the Public Company
Accounting Oversight Board regarding the independent registered
public accounting firm’s communications with the Audit
Committee concerning independence, as well as by SEC regulations.
PricewaterhouseCoopers submitted to the Audit Committee the
written disclosures and the letter required by applicable
requirements of the Public Company Accounting Oversight Board
regarding the independent registered public accounting
firm’s communications with the audit committee concerning
independence. The Audit Committee discussed with
PricewaterhouseCoopers such firm’s independence.
Based on the reviews and discussions referred to above, the
Audit Committee recommended to the Board of Directors that the
audited financial statements be included in the Company’s
Annual Report on
Form 10-K
for the year ended December 31, 2008, filed with the SEC.
The Audit Committee also considered whether the provision of
other non-audit services by PricewaterhouseCoopers to the
Company is compatible with maintaining the independence of
PricewaterhouseCoopers and concluded that the independence of
PricewaterhouseCoopers is not compromised by the provision of
such services.
Annually, the Audit Committee pre-approves categories of
services to be performed (rather than individual engagements) by
PricewaterhouseCoopers. As part of this approval, an amount is
established for each category of services (Audit, Audit-Related,
and Tax Services). In the event the pre-approved amounts prove
to be insufficient, a request for incremental funding will be
submitted to the Audit Committee for approval during the next
regularly scheduled meeting. In addition, all new engagements
greater than $250,000 will be presented in advance to the Audit
Committee for approval. A regular report is prepared for each
regular Audit Committee meeting outlining actual fees and
expenses paid or committed against approved fees.
Audit Committee
Stephen G. Butler (Chair)
Kimberly A. Casiano
Irvine O. Hockaday, Jr.
Gerald L. Shaheen
Table of Contents
This excerpt taken from the F DEF 14A filed Apr 4, 2008. Audit Committee
Report
The Audit Committee is composed of five directors, all of whom
meet the independence standards contained in the NYSE Listed
Company rules, SEC rules and Ford’s Corporate Governance
Principles, and operates under a written charter adopted by the
Board of Directors. A copy of the Audit Committee Charter may be
found on the Company’s website, www.ford.com. The
Audit Committee selects, subject to shareholder ratification,
the Company’s independent registered public accounting firm.
Ford management is responsible for the Company’s internal
controls and the financial reporting process. The independent
registered public accounting firm,
PricewaterhouseCoopers LLP
(“PricewaterhouseCoopers”), is responsible for
performing an independent audit of the Company’s
consolidated financial statements and issuing an opinion on the
conformity of those audited financial statements with United
States generally accepted accounting principles and on the
effectiveness of the Company’s internal control over
financial reporting, and management’s assessment of the
internal control over financial reporting. The Audit Committee
monitors the Company’s financial reporting process and
reports to the Board of Directors on its findings.
Audit
Fees
PricewaterhouseCoopers served as the Company’s independent
registered public accounting firm in 2007 and 2006. The Company
paid PricewaterhouseCoopers $39.0 million and
$41.6 million for audit services for the years ended
December 31, 2007 and 2006, respectively. Audit services
consisted of the audit of the financial statements included in
the Company’s Annual Report on
Form 10-K,
reviews of the financial statements included in the
Company’s Quarterly Reports on
Form 10-Q,
attestation of the effectiveness of the Company’s internal
controls over financial reporting, preparation of statutory
audit reports, and providing comfort letters in connection with
Ford and Ford Motor Credit Company funding transactions.
Audit-Related
Fees
The Company paid PricewaterhouseCoopers $13.3 million and
$4.2 million for audit-related services for the years ended
December 31, 2007 and 2006, respectively. Audit-related
services included due diligence for mergers, acquisitions and
divestitures, employee benefit plan audits, attestation
services, internal control reviews and assistance with
interpretation of accounting standards.
Tax
Fees
The Company paid PricewaterhouseCoopers $5.5 million and
$6.6 million for tax services for the years ended
December 31, 2007 and 2006, respectively. The types of tax
services provided included assistance with tax compliance and
the preparation of tax returns, tax consultation, planning and
implementation services, assistance in connection with tax
audits, tax advice related to mergers, acquisitions and
divestitures, and tax return preparation services provided to
international service employees (“ISEs”) to minimize
the cost to the Company of these assignments. In 2005, the
Company began the transition to a new service provider for tax
return preparation services to ISEs. Of the fees paid for tax
services, the Company paid 60% and 64% for tax compliance and
the preparation of Company tax returns in 2007 and 2006,
respectively.
All Other
Fees
The Company did not engage PricewaterhouseCoopers for any other
services for the years ended December 31, 2007 and 2006.
Table of Contents
Total
Fees
The Company paid PricewaterhouseCoopers a total of $57.8 and
$52.4 million in fees for the years ended December 31,
2007 and 2006, respectively.
Auditor
Independence
During the last year, the Audit Committee met and held
discussions with management and PricewaterhouseCoopers. The
Audit Committee reviewed and discussed with Ford management and
PricewaterhouseCoopers the audited financial statements and the
assessment of the adequacy and effectiveness of internal
controls over financial reporting, contained in the
Company’s Annual Report on
Form 10-K
for the year ended December 31, 2007. The Audit Committee
also discussed with PricewaterhouseCoopers the matters required
to be discussed by Statement on Auditing Standards Nos. 61
and 90 (Communications with Audit Committees) as well as by
SEC regulations.
PricewaterhouseCoopers submitted to the Audit Committee the
written disclosures and the letter required by Independence
Standards Board Standard No. 1 (Independence Discussions
with Audit Committees). The Audit Committee discussed with
PricewaterhouseCoopers such firm’s independence.
Based on the reviews and discussions referred to above, the
Audit Committee recommended to the Board of Directors that the
audited financial statements be included in the Company’s
Annual Report on
Form 10-K
for the year ended December 31, 2007, filed with the SEC.
The Audit Committee also considered whether the provision of
other non-audit services by PricewaterhouseCoopers to the
Company is compatible with maintaining the independence of
PricewaterhouseCoopers and concluded that the independence of
PricewaterhouseCoopers is not compromised by the provision of
such services.
Annually, the Audit Committee pre-approves categories of
services to be performed (rather than individual engagements) by
PricewaterhouseCoopers. As part of this approval, an amount is
established for each category of services (Audit, Audit-Related,
and Tax Services). In the event the pre-approved amounts prove
to be insufficient, a request for incremental funding will be
submitted to the Audit Committee for approval during the next
regularly scheduled meeting. In addition, all new engagements
greater than $250,000 will be presented in advance to the Audit
Committee for approval. A regular report will be prepared for
each regular Audit Committee meeting outlining actual fees and
expenses paid or committed against approved fees.
Audit Committee
Stephen G. Butler (Chair)
Kimberly A. Casiano
Irvine O. Hockaday, Jr.
Jorma Ollila
Gerald L. Shaheen
Table of Contents
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