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This excerpt taken from the ZQK DEF 14A filed Feb 24, 2006. Audit Committee. The
Charter for the Audit Committee of the Board of Directors is
available on the Company’s website. Please note that the
information on the Company’s website is not incorporated by
reference in this Proxy Statement. The Charter requires that the
Audit Committee be comprised of at least three members, all of
whom must be independent as defined in the listing standards of
the New York Stock Exchange. The current members of the Audit
Committee are Messrs. Ammerman, Barnum, Gray, and Tom
Roach, all of whom are “independent” under the current
NYSE listing standards and SEC rules regarding audit committee
membership. Mr. Roach has not been nominated for
re-election to the Board of Directors and will no longer serve
as a Director or member of the Audit Committee after the Annual
Meeting. Although more than one member of the committee is
believed to qualify as an audit committee financial expert, the
Board has designated Mr. Ammerman as that expert.
The Audit Committee assists the Board of Directors in discharging its responsibilities to oversee the integrity of the Company’s financial statements, the Company’s compliance with legal and regulatory requirements, the independent auditor’s qualifications and independence, and the performance of the Company’s internal auditors. It has direct responsibility for the appointment, compensation, retention and oversight of the work of any independent auditors employed by the Company for the purpose of preparing or issuing an audit report or performing other audit, review or attestation services. The Audit Committee is also responsible for producing an Audit Committee Report for inclusion in the Company’s Proxy Statement. The Audit Committee held five meetings during the fiscal year ended October 31, 2005.
This excerpt taken from the ZQK DEF 14A filed Feb 25, 2005. Audit Committee. The
Charter for the Audit Committee of the Board of Directors is
available on the Company’s website. Please note that the
information on the Company’s website is not incorporated by
reference in this Proxy Statement. The Charter requires that the
Audit Committee be comprised of at least three members, all of
whom must be independent as defined in the listing standards of
the New York Stock Exchange. The current members of the Audit
Committee are Messers. Barnum, Gray, Kirby and Roach.
4
Table of Contents
Although more than one member of the committee is
believed to qualify as an audit committee financial expert, the
Board has designated Mr. Kirby as that expert.
The Audit Committee assists the Board of Directors in discharging its responsibilities to oversee the integrity of the Company’s financial statements, the Company’s compliance with legal and regulatory requirements, the independent auditor’s qualifications and independence, and the performance of the Company’s internal auditors. It has direct responsibility for the appointment, compensation, retention and oversight of the work of any independent auditors employed by the Company for the purpose of preparing or issuing an audit report or performing other audit, review or attestation services. The committee is also responsible for producing an Audit Committee Report for inclusion in the Company’s proxy statement. The Audit Committee held seven meetings during the fiscal year ended October 31, 2004.
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