This excerpt taken from the ISIS DEF 14A filed Apr 19, 2005.
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:
In addition to the responsibilities listed above, the Audit Committee charter codifies the following Audit Committee functions:
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:
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.