This excerpt taken from the NTRS DEF 14A filed Mar 14, 2005.
Financial Reporting and Control Review Activities.
· Being directly responsible for the appointment, compensation, retention and oversight of the work of any registered public accounting firm engaged for the purpose of preparing or issuing an audit report or performing other audit, review or attest services for the Corporation, and having each such registered public accounting firm report directly to the Committee (the registered public accounting firm engaged for the purpose of preparing or issuing audit reports for inclusion in the Corporations Annual Report on Form 10-K is referred to herein as the public accountants).
· Reviewing and, in its sole discretion, approving in advance the Corporations public accountants annual engagement letter, including the proposed fees contained therein, as well as all audit and, as provided in the Act and the SEC rules and regulations promulgated thereunder, all permitted non-audit services engagements and relationships between Northern Trust and such public accountants (which approval should be made after receiving input from Northern Trusts management, if desired). Approval of audit and permitted non-audit services will be granted by the Committee in its sole discretion.
· Reviewing the performance of the Corporations public accountants, including the lead partner of the public accountants, and, in its sole discretion, making decisions regarding the replacement or termination of the public accountants when circumstances warrant.
· Reviewing and approving all related party transactions disclosable pursuant to Item 404 of Regulation S-K, i.e., transactions or series of similar transactions to which Northern Trust is a party, in which the amount involved exceeds $60,000 and in which any director, executive officer, director nominee, beneficial holder of more than five percent of the Corporations voting securities or any immediate family member of any of the foregoing persons has a direct or indirect material interest.
· Reviewing and discussing with management, the Corporations public accountants and, if appropriate, Northern Trusts internal auditors, the following:
· As appropriate, receiving and discussing with the Corporations Chief Executive Officer and Chief Financial Officer and other senior members of management, Northern Trusts internal auditors and the Corporations public accountants:
· Determining whether to recommend to the Board that the audited consolidated financial statements be included in the Corporations Annual Report on Form 10-K for the last fiscal year.
· Discussing the Corporations earnings press releases, as well as discussing generally financial information and earnings guidance provided by the Corporation to analysts and rating agencies through discussion of the types of information to be disclosed and the types of presentations to be made.
· Discussing the Corporations major financial reporting risk exposures and the guidelines and policies governing the process by which management monitors and controls financial reporting risk to the Corporation. Recognizing that it is the responsibility of one or more other Board Committees to discuss risks to the Corporation other than financial reporting risk and the guidelines and policies governing the process by which management monitors and controls those risks, the Committee should review in a general manner the processes by which those Committees accomplish those tasks.