This excerpt taken from the DFZ DEF 14A filed Sep 23, 2009.
Report of the Audit Committee for the Fiscal Year Ended June 27, 2009
In accordance with applicable SEC Rules, the Audit Committee has issued the following report:
Role of the Audit Committee. The Audit Committee currently consists of six directors and operates under the charter adopted by the Companys Board. Because the Companys common shares are listed on NASDAQ, the Company is subject to NASDAQ Rules regarding Audit Committee member independence. The Board has determined that each member of the Audit Committee qualifies as independent under both the applicable NASDAQ Rules and SEC Rules. In accordance with its charter, the purpose of the Audit Committee is to assist the Board with respect to its oversight of: (1) the integrity of the Companys financial statements; (2) the Companys compliance with legal and regulatory requirements; (3) the Companys independent registered public accounting firms qualifications and independence; and (4) the performance of the Companys internal audit function and independent registered public accounting firm. In addition, the Audit Committee must prepare an audit committee report in accordance with applicable SEC Rules to be included in the Companys annual proxy statement.
Review and Discussion with Independent Registered Public Accounting Firm. In fulfilling its oversight responsibility as to the audit process, the Audit Committee obtained from KPMG LLP (KPMG), the Companys independent registered public accounting firm, the written disclosures and the letter from KPMG required by applicable requirements of the Public Company Accounting Oversight Board regarding KPMGs communications with the Audit Committee concerning independence. The Audit Committee discussed with KPMG any relationships with or services to the Company or our subsidiaries that may impact the objectivity and independence of KPMG, and the Audit Committee has satisfied itself as to KPMGs independence. In addition, the Audit Committee reviewed and discussed with KPMG the matters required to be discussed by Statement on Auditing Standards No. 114, The Auditors Communication with Those Charged With Governance, as amended.
Review and Discussion with Management. The Audit Committee reviewed and discussed the audited consolidated financial statements of the Company as of and for the fiscal year ended June 27, 2009 with management and KPMG. Management has the responsibility for the preparation of the Companys consolidated financial statements and KPMG has the responsibility for performing an audit of those statements.
Conclusion. Based on the Audit Committees discussions with management and KPMG and its review of the report of KPMG to the Audit Committee, the Audit Committee recommended to the Board that the Companys audited consolidated financial statements be included (and the Board approved such inclusion) in the Companys 2009 Form 10-K filed with the SEC on September 8, 2009.
Submitted by the Audit Committee of the Board of Directors: