This excerpt taken from the FRZ DEF 14A filed Apr 17, 2006.
Internal Control Matters
1. Discuss with management policies with respect to risk assessment and risk management. Although it is managements duty to assess and manage the Companys exposure to risk, the Committee should discuss guidelines and policies to govern the process by which risk assessment
and risk management are handled and review the steps management has taken to monitor and control the Companys risk exposure.
2. Establish regular and separate systems of reporting to the Committee by management and the independent auditors regarding any significant judgments made in managements preparation of the financial statements and the view of each as to the appropriateness of such judgments.
3. Following completion of the annual audit, review separately with management and the independent auditors any significant difficulties encountered during the course of the audit, including any restrictions on the scope of work or access to required information.
4. Review with the independent auditors and management the extent to which changes or improvements in financial or accounting practices have been implemented. This review should be conducted at an appropriate time subsequent to implementation of changes or improvements, as decided by the Committee.
5. Advise the Board about the Companys policies and procedures for compliance with applicable laws and regulations and the Companys code of conduct.
6. Establish procedures for the receipt, retention and treatment of complaints received from employees and others regarding accounting, internal accounting controls or auditing matters. Establish procedures for the confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters.
7. Periodically discuss with management, the internal auditors and the independent auditors the adequacy and effectiveness of internal control over financial reporting, including any significant deficiencies or material weaknesses identified by management of the Company in connection with its required quarterly certifications under Section 302 of the Sarbanes-Oxley Act which are reasonably likely to adversely affect the Companys ability to record, process, summarize and report financial information and as to the existence of any fraud, whether or not material, that involves management or other employees who have a significant role in the Companys internal control over financial reporting. In addition, the Audit Committee shall discuss with management, the internal auditors and the independent auditors any significant changes in internal control over financial reporting that are disclosed, or considered for disclosures, in the Companys periodic filings with the SEC.
8. Ensure that no officer, director or any person acting under their direction fraudulently influences, coerces, manipulates or misleads the independent auditors for purposes of rendering the Companys financial statements materially misleading.