GIS » Topics » The Audit Committee.

This excerpt taken from the GIS DEF 14A filed Aug 10, 2009.
Audit Committee
 
Number of meetings in fiscal 2009: Seven
Functions:
•  Oversees integrity, adequacy and effectiveness of internal controls, audits, financial reporting processes and the compliance program, including the Employee Code of Conduct;
•  Assesses and ensures the independence, qualifications and performance of our independent registered public accounting firm, selects the independent registered public accounting firm for the annual audit and approves the independent registered public accounting firm’s services and fees;
•  Meets with the independent registered public accounting firm, without management present, to consult with it and review the scope of its audit;
•  Reviews our annual risk assessment process and policy compliance;
•  Reviews and approves our annual audited financial statements before issuance, subject to the board of directors’ approval; and
•  Reviews the performance of the internal audit function.
Financial Experts: The board of directors has unanimously determined that (i) all audit committee members are financially literate under the New York Stock Exchange listing standards and (ii) Mr. Danos, Mr. Esrey and Mr. Ryan qualify as “audit committee financial experts” within the meaning of Securities and Exchange Commission (“SEC”) regulations and have accounting or related financial management expertise as required by the New York Stock Exchange listing standards. Each member also meets the independence standards for audit committee membership under the rules of the SEC.


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Table of Contents

 
 
This excerpt taken from the GIS DEF 14A filed Aug 12, 2008.
Audit Committee
 
Members: Five independent, non-employee directors:
Judith Richards Hope (Chair), Paul Danos, William T. Esrey, Robert L. Ryan, Dorothy A. Terrell
Each member also meets the independence standards for audit committee membership under the rules of the Securities and Exchange Commission (“SEC”).
Number of meetings in fiscal 2008: Seven
Functions:
•  Oversees integrity, adequacy and effectiveness of internal controls, audits, financial reporting processes and the compliance program, including the Employee Code of Conduct;
•  Assesses and ensures the independence, qualifications and performance of our independent registered public accounting firm, selects the independent registered public accounting firm for the annual audit and approves the independent registered public accounting firm’s services and fees;
•  Meets with the independent registered public accounting firm, without management present, to consult with it and review the scope of its audit;
•  Reviews our annual risk assessment process and policy compliance;
•  Reviews and approves our annual audited financial statements before issuance, subject to the board of directors’ approval; and
•  Reviews the performance of the internal audit function.
Charter: A copy of the audit committee charter may be found on our website at www.generalmills.com in the “Investors” section under “Corporate Governance” and is available in print to any stockholder who requests it from our Corporate Secretary.
Financial
Experts:
The board of directors has unanimously determined that (i) all audit committee members are financially literate under the New York Stock Exchange listing standards and (ii) Dean Danos, Mr. Esrey and Mr. Ryan qualify as “audit committee financial experts” within the meaning of SEC regulations and have accounting or related financial management expertise as required by the New York Stock Exchange listing standards.
 
 
This excerpt taken from the GIS DEF 14A filed Aug 14, 2007.
The Audit Committee.    The Audit Committee of the Board of Directors consists of five non-employee directors named below. Each member of the Audit Committee is an independent director under our guidelines and as defined by New York Stock Exchange listing standards and SEC regulations for audit committee membership. In addition, the Board of Directors has unanimously determined that Dean Danos, Mr. Esrey and Mr. Ryan, members of the Audit Committee, qualify as “audit committee financial experts” within the meaning of SEC regulations and have accounting or related financial management expertise within the meaning of New York Stock Exchange listing standards. The Board of Directors has also unanimously determined that all Audit Committee members are financially literate within the meaning of New York Stock Exchange listing standards. The Audit Committee, which operates according to its charter, is primarily responsible for oversight of our financial statements and internal controls, assessing and ensuring the independence, qualifications and performance of the independent registered public accounting firm, approving the independent registered public accounting firm’s services and fees, reviewing our risk assessment process and ethical, legal and regulatory compliance programs, and reviewing and approving our annual audited financial statements before issuance, subject to the Board of Directors’ approval. No members of the Audit Committee received any compensation from General Mills during the last fiscal year other than directors’ fees. The Audit Committee’s charter may be found on our website located at www.generalmills.com in the “Investors” section.

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