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This excerpt taken from the PBG DEF 14A filed Mar 31, 2006. The Audit and Affiliated Transactions
Committee. The Audit and Affiliated
Transactions Committee acts under a written charter that has
been approved by the Board of Directors and complies with the
NYSE corporate governance rules and applicable SEC rules and
regulations. The charter is posted on the PBG website at
http://www.pbg.com under Investor Relations-Company
Information-Corporate Governance and is available in print to
any PBG shareholder upon request. The Board of Directors has
determined that each member of the Audit and Affiliated
Transactions Committee is financially literate and that
Ms. McGarvie is qualified to serve as the Audit and
Affiliated Transactions Committee’s “financial
expert” (as the term is defined by SEC regulations). A
brief description of Ms. McGarvie’s work experience is
included on page 3. Members of the Audit and Affiliated
Transactions Committee do not receive any compensation from the
Company other than their compensation as a Director as described
under Directors’ Compensation in this Proxy Statement.
The Audit and Affiliated Transactions Committee’s primary responsibilities are to: (i) oversee the quality and integrity of the Company’s financial statements; (ii) appoint (subject to shareholder ratification), compensate, evaluate (including evaluating independence) and, where appropriate, terminate the independent auditors; (iii) oversee the work of the independent auditors and ensure that they report directly to the Committee; (iv) pre-approve all audit, audit-related and non-audit services to be provided by the independent auditors and approve fees to be paid for such services; (v) review and monitor the performance of the internal audit department; (vi) review the adequacy of the Company’s internal controls and disclosure controls; (vii) discuss the Company’s risk assessment and risk management policies; (viii) review the Company’s earnings releases and periodic reports filed with the SEC; (ix) provide an open avenue of communication among the independent auditors, senior management, the internal audit department and the Board; (x) monitor the Company’s compliance with applicable laws and regulations and with PBG’s Worldwide Code of 5
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Conduct; (xi) establish procedures for the
Committee to receive, retain and respond to complaints regarding
accounting, internal accounting controls and auditing matters,
as well as for confidential, anonymous submission by employees
of concerns related to questionable accounting or auditing
matters; and (xii) report to shareholders in the proxy
statement on those matters required by SEC rules. The Audit and
Affiliated Transactions Committee also reviews transactions
between the Company and PepsiCo, or any entity in which PepsiCo
has a 20% or greater interest, that are outside the ordinary
course of business and have a value of more than
$10 million. The Audit and Affiliated Transactions
Committee annually assesses its performance and effectiveness.
The Audit and Affiliated Transactions Committee held five
regular meetings and three telephonic meetings during fiscal
2005. At each regular meeting, the Audit and Affiliated
Transactions Committee met with the Company’s independent
auditors, in executive session. In addition, the Audit and
Affiliated Transactions Committee met four times with PBG’s
Chief Financial Officer and three times with PBG’s Director
of Internal Audit in 2005. The report of the Audit and
Affiliated Transactions Committee is included on page 21.
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