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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 year’s proxy
statement and is available on the Company’s 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 Company’s Audited Financial Statements for the Year
ended December 31, 2006
The Audit Committee has reviewed and discussed with the
Company’s 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 Company’s 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 Committee’s review and discussions with
management and the independent auditors, and subject to the
limitations of the Audit Committee’s role and
responsibilities referred to above and in the Audit Committee
Charter, the Audit Committee recommended to the Board of
Directors that the Company’s audited consolidated financial
statements be included in the Company’s 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
Company’s financial statements for fiscal year 2007.
Submitted by:
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
Table of Contents
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 firm’s 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
Company’s 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:
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