ISIS » Topics » Audit Committee

This excerpt taken from the ISIS DEF 14A filed Apr 19, 2005.

Audit Committee

        The Audit Committee of the Board of Directors oversees our corporate accounting and financial reporting process. For this purpose, the Audit Committee performs several functions.

        The Audit Committee:

    reviews the annual and quarterly financial statements and oversees the annual and quarterly financial reporting processes;

    selects and hires our independent auditors;

    oversees the independence of our independent auditors;

    evaluates our independent auditors' performance; and

    has the authority to hire its own outside consultants and advisors if necessary.

        In addition to the responsibilities listed above, the Audit Committee charter codifies the following Audit Committee functions:

    reviewing our annual budget with management and, if acceptable, recommending the budget to the Board for approval;

    receiving and considering our independent auditors' comments as to internal controls, adequacy of staff and management performance and procedures in connection with internal controls;

    reviewing and, if appropriate, approving related party transactions;

    establishing and enforcing procedures for the receipt, retention and treatment of complaints regarding accounting or auditing improprieties; and

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    pre-approving all audit and non-audit services provided by our independent auditors that are not prohibited by law.

        In 2004, the Audit Committee met seven times and its members were Mr. Wender (Chairman), Dr. Berthelsen and Mr. Skaletsky. For 2005, the Audit Committee is composed of Mr. Wender (Chairman), Dr. Berthelsen and Mr. Gabrieli.

        Our Audit Committee charter requires that each member must be independent. We consider the members to be independent as long as they:

    do not accept any consulting, advisory or other compensatory fee from us, except in connection with their service as a director;

    are not an affiliate of Isis or one of its subsidiaries; and

    meet all of the other Nasdaq independence requirements.

        In addition, all Audit Committee members must be financially literate and at least one member must be a "financial expert," as defined by Securities and Exchange Commission ("SEC") regulations. Our Board has determined that the Audit Committee's financial expert is Mr. Wender based on, among other things, his over 30 years of experience as an investment banker with Goldman, Sachs & Co. We provide the Audit Committee with the funding it needs to perform its duties.

        In 2004, the members met the membership criteria set forth in the Audit Committee charter. None of the members of our Audit Committee are officers or employees of Isis and all are independent Directors under currently applicable rules. Our Audit Committee charter can be found on our corporate website at www.isispharm.com. Any information that is included on or linked to our website is not part of this proxy statement or any registration statement or report that incorporates this proxy statement by reference.

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