This excerpt taken from the MRVL DEF 14A filed May 8, 2006.
The Committees job is one of oversight and it recognizes that the Companys management is responsible for preparing the Companys financial statements and that the independent auditors are responsible for auditing those financial statements. Additionally, the Committee recognizes that financial management including any internal audit staff, as well as the outside auditors, have more time, knowledge and more detailed information about the Company than do Committee members; consequently, in carrying out its oversight responsibilities, the Committee is not providing any expert or special assurance as to the Companys financial statements or any professional certification as to the outside auditors work.
The following functions shall be the common recurring activities of the Committee in carrying out its oversight function. These functions are set forth as a guide with the understanding that the Committee may diverge from this guide as appropriate given the circumstances:
· Review and discuss the Companys annual audited financial statements and quarterly financial statements with management and the external auditors, including the Companys disclosures under the section entitled Managements Discussion and Analysis of Financial Condition and Results of Operations in the Companys reports filed with the SEC and, with respect to the annual financial statements, the appropriateness and quality of accounting and auditing principles and practices as well as the adequacy of internal controls that could significantly affect the Companys financial statements,
· Review and consider with the external auditors the matters required to be discussed by Statement of Auditing Standards (SAS) No. 61 and No. 90 and all other applicable standards and rules, as all may be amended from time to time, relating to the conduct of the audit, other significant financial reporting issues and judgments made in connection with the preparation of the Companys financial statements, and any other matters communicated to the Committee by the external auditors;
· Review disclosures made to the Committee by the Companys chief executive officer and chief financial officer during their certification process for Forms 10-K and 10-Q about any significant deficiencies in the design or operation of internal controls or material weaknesses therein and any fraud involving management or other employees who have a significant role in the Companys internal controls over financial reporting; and
· Review the independence and performance of the auditors. With respect to the independence of the independent auditors, the Committee shall:
Request from the outside auditors annually, a formal written statement delineating all relationships between the auditor and the Company consistent with Independence Standards Board Standard Number 1;
Discuss with the outside auditors any such disclosed relationships and their impact on the outside auditors independence; and,
Recommend that the Board take appropriate action to oversee the independence of the outside auditor.