This excerpt taken from the RDC DEF 14A filed Mar 28, 2007.
AUDIT COMMITTEE REPORT
Membership and Role of the Audit Committee
Our Audit Committee members are all non-employee members of the Board of Directors: William T. Fox III (Chairman), Frederick R. Lausen and P. Dexter Peacock. The Audit Committee operates under a written charter adopted by the Board of Directors, which was included in last years proxy statement and is available on the Companys website at www.rowancompanies.com. Each of the members of the Audit Committee meets the independence requirements of the New York Stock Exchange currently in effect and is financially literate as such qualifications are interpreted by the Board of Directors in its business judgment. However, the Audit Committee is not professionally engaged in the practice of accounting, auditing and evaluating auditor independence. The Audit Committee held five meetings during 2006.
Review of the Companys Audited Financial Statements for the Year ended December 31, 2006
The Audit Committee has reviewed and discussed with the Companys management the audited consolidated financial statements of the Company for the year ended December 31, 2006. The Audit Committee has also discussed with Deloitte & Touche LLP, the Companys independent registered public accounting firm, the matters required to be discussed by Statement on Auditing Standards No. 61, as amended, regarding communication with audit committees.
The Audit Committee has also received the written disclosures and the letter from Deloitte & Touche required by Independence Standards Board No. 1 regarding independence discussions with audit committees, and the Audit Committee has discussed with Deloitte & Touche LLP its independence.
Based on the Audit Committees review and discussions with management and the independent auditors, and subject to the limitations of the Audit Committees role and responsibilities referred to above and in the Audit Committee Charter, the Audit Committee recommended to the Board of Directors that the Companys audited consolidated financial statements be included in the Companys Annual Report on Form 10-K for the year ended December 31, 2006 for filing with the Securities and Exchange Commission.
In addition, the Audit Committee approved the appointment of Deloitte & Touche LLP to conduct the audit of the Companys financial statements for fiscal year 2007.
William T. Fox III, Chairman
Frederick R. Lausen
P. Dexter Peacock
Date: March 15, 2007
The foregoing report of the Audit Committee shall not be deemed incorporated by reference by any general statement incorporating by reference this proxy statement into any filing under the Securities Act of 1933, as
amended, or under the Securities Exchange Act of 1934, as amended, except to the extent that the Company specifically incorporates this information by reference, and shall not otherwise be deemed filed under such acts.
The table below sets forth the fees paid to Deloitte & Touche LLP over the past two years. All such audit, audit-related and tax services were pre-approved by the Audit Committee, which concluded that the provision of such services by Deloitte & Touche LLP was compatible with the maintenance of that firms independence in the conduct of its auditing functions. The Audit Committee has delegated to its Chairman the authority to pre-approve audit-related and non-audit services not prohibited by law to be performed by the Companys independent auditors and associated fees, provided that the Chairman shall report any decisions to pre-approve such audit-related and non-audit services and fees to the full Audit Committee at its next regular meeting.
Fees billed by Deloitte & Touche LLP in 2006 and 2005 were as follows: