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 Committees financial expert (as the term is defined by SEC regulations). A brief description of Ms. McGarvies 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 Committees primary responsibilities are to: (i) oversee the quality and integrity of the Companys 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 Companys internal controls and disclosure controls; (vii) discuss the Companys risk assessment and risk management policies; (viii) review the Companys 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 Companys compliance with applicable laws and regulations and with PBGs Worldwide Code of
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 Companys independent auditors, in executive session. In addition, the Audit and Affiliated Transactions Committee met four times with PBGs Chief Financial Officer and three times with PBGs Director of Internal Audit in 2005. The report of the Audit and Affiliated Transactions Committee is included on page 21.