This excerpt taken from the PACR DEF 14A filed Mar 16, 2009.
AUDIT COMMITTEE REPORT*
The Audit Committee oversees the Companys financial reporting process on behalf of our Board. Management has the primary responsibility for establishing and maintaining an adequate system of internal control over financial reporting, for preparing the consolidated financial statements and for the public reporting process. PricewaterhouseCoopers LLP, or PWC, the Companys independent registered public accounting firm, is responsible for expressing opinions on the Companys consolidated financial statements, on the financial statement schedule, and on the Companys internal control over financial reporting based on their integrated audits.
In this context, the Audit Committee has met and held discussions with management and PWC regarding the audited consolidated financial statements of the Company for the year ended December 26, 2008, managements assessment of the effectiveness of the Companys internal control over financial reporting and PWCs evaluation of the Companys internal control over financial reporting. Management has also represented to the Audit Committee that the Companys consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States. The Audit Committee has discussed with PWC that firms judgment as to the quality, not just the acceptability, of the Companys accounting principles and such other matters as are required to be discussed with the Audit Committee (including Statement on Auditing Standards No. 61 (Communication With Audit Committees), as amended (AICPA, Professional Standards, Vol. 1, AU section 380), as adopted by the Public Company Accounting Oversight Board in Rule 3200T.
In addition, the Audit Committee has received the written disclosures and letter from PWC required by the applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountants communications with the audit committee concerning independence and has discussed with PWC the independence of PWC from the Company and its management. The Audit Committee also concluded that PWCs provision of audit and non-audit services to the Company is compatible with that firms independence.
The Audit Committee, with and without management present, discussed with PWC and the Companys internal auditors the overall scope and plans for their respective audits, the results of their examinations, their evaluations of the Companys internal controls over financial reporting and the overall quality of the Companys financial reporting.
In reliance on the reviews and discussions referred to above, the Audit Committee recommended to the Board, and the Board has approved, that the audited consolidated financial statements be included in the Companys Annual Report on Form 10-K for the year ended December 26, 2008 for filing with the SEC.
THE AUDIT COMMITTEE
Andrew C. Clarke (Chairman)
Robert S. Rennard
Robert F. Starzel
*The report of the Audit Committee is not soliciting material, is not deemed filed with the SEC, and is not to be incorporated by reference into any filing of the Company under the Securities Act or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language contained in such filing.