GAIA » Topics » AUDIT COMMITTEE REPORT

This excerpt taken from the GAIA DEF 14A filed Mar 13, 2009.

AUDIT COMMITTEE REPORT

 

Our audit committee, on behalf of our board of directors, oversees management’s conduct of internal control processes and procedures for financial reporting designed to ensure the integrity and accuracy of our financial statements and to ensure that we are able to timely record, process and report information required for public disclosure.

 

Our management is responsible for establishing and maintaining adequate internal financial controls, for the preparation of our consolidated financial statements and for the public reporting process. The firm of Ehrhardt Keefe Steiner & Hottman P.C. (“EKS&H”), as our independent registered public accounting firm for 2008, was responsible for performing an independent audit of our consolidated financial statements in accordance with auditing standards of the Public Company Accounting Oversight Board (United States) and for issuing a report thereon expressing its opinion as to whether our consolidated financial statements present fairly, in all material respects, the financial position, results of operations and cash flows of our company in conformity with accounting principles generally accepted in the United States. EKS&H was also responsible for performing an audit and expressing its own opinion on the effectiveness of our internal control over financial reporting.

 

In this context, our audit committee reviewed and discussed our audited consolidated financial statements for the year ended December 31, 2008 with management and representatives of EKS&H, management’s assessment of the effectiveness of our internal control over financial reporting and EKS&H’s evaluation of our internal control over financial reporting. EKS&H concluded, in its Report of Independent Registered Public Accounting Firm dated March 12, 2009, that “in our opinion, Gaiam, Inc. and subsidiaries maintained, in all material respects, effective internal control over financial reporting

 

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as of December 31, 2008, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.”

 

Our audit committee also discussed with EKS&H the matters required by Statement on Auditing Standards No. 61, “Communication with Audit Committees.” Our audit committee reviewed with EKS&H, who was responsible for expressing an opinion on the conformity of our audited financial statements with accounting principles generally accepted in the United States, their judgment as to the quality, not just the acceptability, of our accounting principles, the reasonableness of significant judgments and the clarity of disclosures in our financial statements. Also, our audit committee discussed the results of the annual audit and such other matters required to be communicated with our audit committee under professional auditing standards.

 

In discharging its oversight responsibility over the audit process, our audit committee obtained from our independent auditors statements describing all relationships between our independent auditors and us that might bear on our auditors’ independence consistent with applicable requirements of the Public Company Accounting Oversight Board and discussed with our auditors any relationships that may impact their objectivity and independence.

 

Our audit committee recommended to our board that our audited financial statements for the year ended December 31, 2008 be included in our Annual Report on Form 10-K for 2008 for filing with the Securities and Exchange Commission, in reliance upon (1) our audit committee’s reviews and discussions with management and EKS&H; (2) management’s assessment of the effectiveness of our internal control over financial reporting; (3) the receipt of an opinion from EKS&H, dated March 12, 2009, stating our 2008 consolidated financial statements present fairly in all material respects, the consolidated financial position of our company and its consolidated subsidiaries at December 31, 2008 and the consolidated results of operations and cash flows for the year ended December 31, 2008 in conformity with accounting principles generally accepted in the United States, and (4) the receipt of EKS&H’s opinion on the effectiveness of our internal control over financial reporting dated March 12, 2009.

 

This excerpt taken from the GAIA DEF 14A filed Apr 20, 2007.

AUDIT COMMITTEE REPORT

          The Audit Committee, on behalf of the Board of Directors, oversees management’s conduct of internal control processes and procedures for financial reporting designed to ensure the integrity and accuracy of our financial statements and to ensure that we are able to timely record, process and report information required for public disclosure.

          Gaiam’s management is responsible for establishing and maintaining adequate internal financial controls, for the preparation of Gaiam’s consolidated financial statements and for the public reporting process. The firm of Ehrhardt Keefe Steiner & Hottman P.C. (“EKS&H”), as Gaiam’s independent registered public accounting firm for 2006, was responsible for performing an independent audit of Gaiam’s consolidated financial statements in accordance with auditing standards of the Public Company Accounting Oversight Board (United States) and for issuing a report thereon expressing its opinion as to whether Gaiam’s consolidated financial statements present fairly, in all material respects, the financial position, results of operations and cash flows of Gaiam in conformity with accounting principles generally accepted in the United States. EKS&H was also responsible for performing an audit and expressing an opinion on management’s assessment of the effectiveness of Gaiam’s internal control over financial reporting, along with expressing its own opinion on the effectiveness of Gaiam’s internal control over financial reporting.

          In this context, the Audit Committee reviewed and discussed Gaiam’s audited consolidated financial statements for the year ended December 31, 2006 with management and representatives of EKS&H, management’s assessment of the effectiveness of Gaiam’s internal control over financial reporting and EKS&H’s evaluation of Gaiam’s internal control over financial reporting. EKS&H concluded, in its Report of Independent Registered Public Accounting Firm dated March 14, 2007, that “in our opinion, Gaiam, Inc. and subsidiaries maintained, in all material respects, effective internal control over financial reporting as of December 31, 2006 based on the COSO Criteria.”

          The Audit Committee also discussed with EKS&H the matters required by Statement on Auditing Standards No. 61, “Communication with Audit Committees.” The Audit Committee reviewed with EKS&H, who was responsible for expressing an opinion on the conformity of our audited financial statements with accounting principles generally accepted in the United States, their judgment as to the quality, not just the acceptability, of our accounting principles, the reasonableness of significant judgments and the clarity of disclosures in our financial statements. Also, the Audit Committee discussed the results of the annual audit and such other matters required to be communicated with the Audit Committee under professional auditing standards.

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          In discharging its oversight responsibility over the audit process, the Audit Committee obtained from our independent auditors statements describing all relationships between our independent auditors and us that might bear on our auditors’ independence consistent with Independence Standards Board Standard No. 1, “Independence Discussions with Audit Committees,” and discussed with the auditors any relationships that may impact their objectivity and independence.

          The Audit Committee recommended to our Board that our audited financial statements for the year ended December 31, 2006 be included in our Annual Report on Form 10-K for 2006 for filing with the Securities and Exchange Commission, in reliance upon (1) the Audit Committee’s reviews and discussions with management and EKS&H; (2) management’s assessment of the effectiveness of Gaiam’s internal control over financial reporting; (3) the receipt of an opinion from EKS&H, dated March 14, 2007, stating Gaiam’s 2006 consolidated financial statements present fairly in all material respects, the consolidated financial position of Gaiam and its consolidated subsidiaries at December 31, 2006 and the consolidated results of operations and cash flows for the year ended December 31, 2006 in conformity with accounting principles generally accepted in the United States, and (4) the receipt of EKS&H’s opinion on the effectiveness of Gaiam’s internal control over financial reporting dated March 14, 2007.

 

 

 

Audit Committee

 

 

 

Barnet Feinblum, Chairperson

 

James Argyropoulos

 

Barbara Mowry

          This report of the Audit Committee shall not be deemed to be “soliciting material” or to be “filed” with the Securities and Exchange Commission or subject to Regulation 14A or 14C, or to the liabilities of Section 18 of the Exchange Act, except to the extent that Gaiam specifically requests that this information be treated as “soliciting material” or specifically incorporates this information by reference into a document filed under the Securities Act or the Exchange Act.

This excerpt taken from the GAIA DEF 14A filed May 1, 2006.

AUDIT COMMITTEE REPORT

 

The Audit Committee, on behalf of the Board of Directors, oversees management’s conduct of internal control processes and procedures for financial reporting designed to ensure the integrity and accuracy of our financial statements and to ensure that we are able to timely record, process and report information required for public disclosure. 

 

Gaiam’s management is responsible for establishing and maintaining adequate internal financial controls, for the preparation of Gaiam’s consolidated financial statements and for the public reporting process. The firm of Ehrhardt Keefe Steiner & Hottman P.C. (“EKS&H”), as Gaiam’s independent registered public accounting firm for 2005, was responsible for performing an independent audit of Gaiam’s consolidated financial statements in accordance with auditing standards of the Public Company Accounting Oversight Board (United States) and for issuing a report thereon expressing its opinion as to whether Gaiam’s consolidated financial statements present fairly, in all material respects, the financial position, results of operations and cash flows of Gaiam in conformity with accounting principles generally accepted in the United States.  EKS&H was also responsible for performing an audit and expressing an opinion on management’s assessment of the effectiveness of Gaiam’s internal control over financial

 



 

reporting, along with expressing its own opinion on the effectiveness of Gaiam’s internal control over financial reporting.

 

In this context, the Audit Committee reviewed and discussed Gaiam’s audited consolidated financial statements for the year ended December 31, 2005 with management and representatives of EKS&H, management’s assessment of the effectiveness of Gaiam’s internal control over financial reporting and EKS&H’s evaluation of Gaiam’s internal control over financial reporting.  EKS&H concluded, in its Report of Independent Registered Public Accounting Firm dated March 15, 2006, that “in our opinion, Gaiam, Inc. and subsidiaries maintained, in all material respects, effective internal control over financial reporting as of December 31, 2005 and 2004, based on the COSO Criteria.” 

 

The Audit Committee also discussed with EKS&H the matters required by Statement on Auditing Standards No. 61, “Communication with Audit Committees.”  The Audit Committee reviewed with EKS&H, who was responsible for expressing an opinion on the conformity of our audited financial statements with accounting principles generally accepted in the United States, their judgment as to the quality, not just the acceptability, of our accounting principles, the reasonableness of significant judgments and the clarity of disclosures in our financial statements.  Also, the Audit Committee discussed the results of the annual audit and such other matters required to be communicated with the Audit Committee under professional auditing standards.

 

In discharging its oversight responsibility over the audit process, the Audit Committee obtained from our independent auditors statements describing all relationships between our independent auditors and us that might bear on our auditors’ independence consistent with Independence Standards Board Standard No. 1, “Independence Discussions with Audit Committees,” and discussed with the auditors any relationships that may impact their objectivity and independence.

 

The Audit Committee recommended to our Board that our audited financial statements for the year ended December 31, 2005 be included in our Annual Report on Form 10-K for 2005 for filing with the Securities and Exchange Commission, in reliance upon (1) the Audit Committee’s reviews and discussions with management and EKS&H; (2) management’s assessment of the effectiveness of Gaiam’s internal control over financial reporting; (3) the receipt of an opinion from EKS&H, dated March 15, 2006, stating Gaiam’s 2005 consolidated financial statements present fairly in all material respects, the consolidated financial position of Gaiam and its consolidated subsidiaries at December 31, 2005 and the consolidated results of operations and cash flows for the year ended December 31, 2005 in conformity with accounting principles generally accepted in the United States, and (4) the receipt of EKS&H’s opinion on the effectiveness of Gaiam internal control over financial reporting dated March 15, 2006.

 

 

Audit Committee

 

 

 

Barnet Feinblum, Chairperson
James Argyropoulos
Barbara Mowry

 

This report of the Audit Committee shall not be deemed incorporated by reference by any general statement incorporating by reference this proxy statement into any filing under the Securities Act of 1933, as amended (the “Securities Act”), or under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), except to the extent that Gaiam specifically incorporates this information by reference, and shall not otherwise be deemed filed under the Securities Act and the Exchange Act and shall not be deemed to be soliciting material.

 

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