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This excerpt taken from the HBI DEF 14A filed Mar 12, 2009. Audit
Committee Matters
Audit
Committee Report
The information contained in this Audit Committee Report
shall not be deemed to be “soliciting material” or
“filed” or “incorporated by reference” in
future filings with the Securities and Exchange Commission, or
subject to the liabilities of Section 18 of the Securities
Exchange Act of 1934 (the “Exchange Act”), except to
the extent that Hanesbrands specifically incorporates it by
reference into a document filed under the Securities Act of 1933
or the Exchange Act.
Each of the members of our Audit Committee, which was
established in accordance with Section 3(a)(58) of the
Exchange Act, meets the standards of independence applicable to
audit committee members under applicable Securities and Exchange
Commission rules and New York Stock Exchange listing standards.
The Audit Committee assists the Board of Directors in oversight
of the integrity of Hanesbrands’ financial statements,
financial reporting process and systems of internal accounting
and financial controls, Hanesbrands’ compliance with legal
and regulatory financial disclosure requirements, the
independent auditors’ qualifications and independence, and
the performance of Hanesbrands’ internal audit function and
independent auditors. The Audit Committee operates under a
written charter, a copy of which is available on our corporate
Web site, www.hanesbrands.com, on the
“Investors” page under the link “Corporate
Governance.”
Management is primarily responsible for establishing and
maintaining adequate internal financial controls, for preparing
the financial statements and for the public reporting process.
PricewaterhouseCoopers, the Audit Committee-appointed
independent registered public accounting firm for the fiscal
year ended January 3, 2009, is responsible for expressing
opinions on the conformity of Hanesbrands’ audited
financial statements with accounting principles generally
accepted in the United States of America. In addition,
PricewaterhouseCoopers expresses its opinion on the
effectiveness of Hanesbrands’ internal control over
financial reporting.
In this context, the Audit Committee reviewed and discussed with
management and PricewaterhouseCoopers the audited financial
statements for the fiscal year ended January 3, 2009,
management’s assessment of the effectiveness of
Hanesbrands’ internal control over financial reporting and
PricewaterhouseCoopers’ evaluation of Hanesbrands’
internal control over financial reporting. The Audit Committee
met nine times (including telephone meetings) during the fiscal
year ended January 3, 2009. The Audit Committee has
discussed with PricewaterhouseCoopers the matters that are
required to be discussed by Statement on Auditing Standards
No. 61 (Communication With Audit Committees), as modified
or supplemented. In addition, the Audit Committee has
discussed various matters with PricewaterhouseCoopers related to
Hanesbrands’ financial statements, including critical
accounting policies and practices used, alternative treatments
for material items that have been discussed with management, and
other material written communications between
PricewaterhouseCoopers and
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management. The Audit Committee has also received written
disclosures and the letter from PricewaterhouseCoopers required
by Public Company Accounting Oversight Board
Rule No. 3526 “Communications with Audit
Committees Concerning Independence” and has discussed with
PricewaterhouseCoopers its independence from Hanesbrands and its
management. In addition, the Audit Committee has received
written material addressing PricewaterhouseCoopers’
internal quality control procedures and other matters, as
required by the New York Stock Exchange listing standards. The
Audit Committee understands the need for PricewaterhouseCoopers
to maintain objectivity and independence in its audit of our
financial statements and internal control over financial
reporting. The Audit Committee pre-approves all services,
including both audit and non-audit services, provided by our
independent registered public accounting firm.
Based on the considerations referred to above, the Audit
Committee recommended to our Board of Directors that the audited
financial statements for the fiscal year January 3, 2009 be
included in our Annual Report on
Form 10-K
for 2008 and selected PricewaterhouseCoopers as our independent
registered public accounting firm for the fiscal year ending
January 2, 2010.
By the members of the
Audit Committee consisting of:
Ronald L. Nelson (Chair)
Bobby J. Griffin
Jessica T. Mathews
Alice M. Peterson
Auditor
Fees and Services
The following table sets forth the fees billed to us by
PricewaterhouseCoopers for services in the fiscal years ended
January 3, 2009 and December 29, 2007:
In the above table, in accordance with applicable Securities and
Exchange Commission rules, “Audit fees” include fees
billed for professional services for the audit of our
Consolidated Financial Statements included in our Annual Report
on
Form 10-K
and review of our financial statements included in our Quarterly
Reports on
Form 10-Q,
fees billed for services that are normally provided by the
principal accountant in connection with statutory and regulatory
filings or engagements, fees related to services rendered in
connection with securities offerings and for the fiscal years
ended January 3, 2009 and December 29, 2007, the audit
of our internal control over financial reporting and
consultations concerning financial accounting and reporting
standards.
“Audit-related fees” are fees billed for assurance and
related services that are reasonably related to the performance
of the audit or review of our financial statements and are not
reported under the caption “Audit fees.” For the
fiscal years ended January 3, 2009 and December 29,
2007, these fees primarily relate to social security audits and
other spin off related consultations.
“Tax fees” for the fiscal years ended January 3,
2009 and December 29, 2007 include consultation,
preparation and compliance services for domestic and certain
foreign jurisdictions.
Pre-Approval
of Audit Services
Our Audit Committee pre-approves all services, including both
audit and non-audit services, provided by our independent
registered public accounting firm. For audit services (including
statutory audit engagements as
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required under local country laws), the independent registered
public accounting firm provides the Audit Committee with an
engagement letter outlining the scope of the audit services
proposed to be performed during the year. The independent
registered public accounting firm also submits an audit services
fee proposal, which is approved by the Audit Committee before
the audit commences. The Audit Committee may delegate the
authority to pre-approve audit and non-audit engagements and the
related fees and terms with the independent auditors to one or
more designated members of the Audit Committee, as long as any
decision made pursuant to such delegation is presented to the
Audit Committee at its next regularly scheduled meeting. All
audit and permissible non-audit services provided by
PricewaterhouseCoopers to Hanesbrands since our spin off from
Sara Lee were pre-approved by the Audit Committee.
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