This excerpt taken from the WNI DEF 14A filed Sep 26, 2008.
The current members of the Audit Committee are Messrs. Powell, Corey, McDermott, and Schaeffer. Mr. Powell serves as the Chairman of the Audit Committee. Mr. Schaeffer joined the Audit Committee upon his appointment to the Board in December 2007. During fiscal 2008, the Audit Committee met seven times. The Audit Committee operates pursuant to a written charter that was adopted by our Board in September 2004, a copy of which is available on our website at www.schiffnutrition.com. In addition, stockholders may request a free copy of the Audit Committee Charter from: Schiff Nutrition International, Inc., Attention: Corporate Secretary, 2002 South 5070 West, Salt Lake City, Utah 84104.
The Audit Committees responsibilities include:
· appointment, compensation, retention, and oversight of the independent auditors;
· consulting with the independent auditors with regard to the plan and scope of audit;
· reviewing, in consultation with the independent auditors, the report of audit or proposed report of audit and the accompanying management letter, if any;
· reviewing the impact of new or proposed changes in accounting principles or regulatory requirements;
· consulting with the independent auditors with regard to the adequacy of internal controls and, as appropriate, consulting with management regarding the same;
· pre-approval of audit and non-audit services performed and fees charged, and review of the possible effect of the performance of such services on the auditors independence;
· reviewing and approving related party transactions; and
· such other responsibilities set forth in the Audit Committee Charter or as directed by our Board from time to time.
Our Board has determined that all members of the Audit Committee are independent and financially literate, as those terms are defined in the NYSE listing standards, and are independent, as such term is defined under SEC rules. Our Board has also determined that H.F. Powell, Chairman of the Audit Committee, and Glenn W. Schaeffer qualify as audit committee financial experts as defined in SEC rules. See the section entitled Nominees for Election to our Board of Directors above for a description of Messrs. Powells and Schaeffers relevant experience.