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This excerpt taken from the SMG DEF 14A filed Dec 19, 2008. Audit
Committee
The Audit Committee, which was established in accordance with
Section 3(a)(58)(A) of the Securities Exchange Act of 1934,
as amended (the “Exchange Act”), is organized and
conducts its business pursuant to a written charter adopted by
the Board of Directors. A copy of the Audit Committee charter is
posted under the “Corporate Governance” link on the
Company’s Internet website at
http://investor.scotts.com
and is available in print to any shareholder of the Company or
other interested person who requests it from the Corporate
Secretary of the Company. At least annually, in consultation
with the Governance and Nominating Committee, the Audit
Committee evaluates its performance, reviews and assesses the
adequacy of its charter and recommends to the Board of Directors
any proposed changes thereto as may be necessary or desirable.
The Audit Committee is responsible for (1) overseeing the
accounting and financial reporting processes of the Company,
including the audits of the Company’s financial statements,
(2) appointing, compensating and overseeing the work of the
independent registered public accounting firm employed by the
Company, (3) establishing procedures for the receipt,
retention and treatment of complaints received by the Company
regarding accounting, internal accounting controls, auditing
matters or other compliance matters, (4) assisting the
Board of Directors in its oversight of: (a) the integrity
of the Company’s financial statements; (b) the
Company’s compliance with applicable laws, rules and
regulations, including applicable NYSE Rules; (c) the
independent registered public accounting firm’s
qualifications and independence; and (d) the performance of
the Company’s internal audit function and
(5) undertaking the other matters required by applicable
SEC Rules
Table of Contents
and NYSE Rules. Pursuant to its charter, the Audit Committee has
the authority to engage and compensate such independent counsel
and other advisors as the Audit Committee deems necessary to
carry out its duties.
The Board of Directors has determined that each member of the
Audit Committee satisfies the applicable independence
requirements set forth in the NYSE Rules and under
Rule 10A-3
promulgated by the Securities and Exchange Commission (the
“SEC”) under the Exchange Act. The Board of Directors
believes each member of the Audit Committee is qualified to
discharge his or her duties on behalf of the Company and its
subsidiaries and satisfies the financial literacy requirement of
the NYSE Rules. The Board of Directors has determined that
Stephanie M. Shern qualifies as an “audit committee
financial expert” as that term is defined in the applicable
SEC Rules. None of the members of the Audit Committee serves on
the audit committee of more than two other public companies.
The Audit Committee met 13 times during the 2008 fiscal year.
The Audit Committee Report relating to the Company’s 2008
fiscal year begins on page 73 of this Proxy Statement.
These excerpts taken from the SMG 10-K filed Dec 3, 2008. Audit
Committee
The information required by Items 407(d)(4) and 407(d)(5) of SEC
Regulation S-K is incorporated herein by reference from the
disclosure which will be included under the caption
“MEETINGS AND COMMITTEES OF THE BOARD —
Committees of the Board — Audit Committee” in
Scotts Miracle-Gro’s Definitive Proxy Statement.
Audit Committee The information required by Items 407(d)(4) and 407(d)(5) of SEC Regulation S-K is incorporated herein by reference from the disclosure which will be included under the caption “MEETINGS AND COMMITTEES OF THE BOARD — Committees of the Board — Audit Committee” in Scotts Miracle-Gro’s Definitive Proxy Statement. These excerpts taken from the SMG 10-K filed Nov 25, 2008. Audit
Committee
The information required by Items 407(d)(4) and 407(d)(5) of SEC
Regulation S-K is incorporated herein by reference from the
disclosure which will be included under the caption
“MEETINGS AND COMMITTEES OF THE BOARD —
Committees of the Board — Audit Committee” in
Scotts Miracle-Gro’s Definitive Proxy Statement.
Audit Committee The information required by Items 407(d)(4) and 407(d)(5) of SEC Regulation S-K is incorporated herein by reference from the disclosure which will be included under the caption “MEETINGS AND COMMITTEES OF THE BOARD — Committees of the Board — Audit Committee” in Scotts Miracle-Gro’s Definitive Proxy Statement. This excerpt taken from the SMG DEF 14A filed Dec 20, 2007. Audit
Committee
The Audit Committee, which was established in accordance with
Section 3(a)(58)(A) of the Securities Exchange Act of 1934,
as amended (the “Exchange Act”), is organized and
conducts its business pursuant to a written charter adopted by
the Board of Directors. A copy of the Audit Committee’s
charter is posted under the “governance” link on the
Company’s Internet website at http://investor.scotts.com
and is available in print to any shareholder who requests it
from the Corporate Secretary of the Company. At least annually,
the Audit Committee evaluates its performance, reviewing and
assessing the adequacy of its charter and recommending any
proposed changes to the full Board of Directors, as necessary,
to reflect changes in regulatory requirements, authoritative
guidance and evolving practices.
The Audit Committee is responsible for (1) overseeing the
accounting and financial reporting processes of the Company,
(2) overseeing the audits of the financial statements of
the Company, (3) appointing, compensating and overseeing
the work of the independent registered public accounting firm
employed by the Company for the purpose of preparing or issuing
an audit report or related work, (4) establishing
procedures for the receipt, retention and treatment of
complaints received by the Company regarding accounting,
internal accounting controls, auditing matters or other
compliance matters, (5) assisting the Board of Directors in
its oversight of: (a) the integrity of the Company’s
financial statements; (b) the Company’s compliance
with applicable laws, rules and regulations, including
applicable NYSE Rules; (c) the independent registered
public accounting firm’s qualifications and independence;
and (d) the performance of the Company’s internal
audit function, and (6) undertaking the other matters
required by applicable SEC Rules and NYSE Rules. Pursuant to its
charter, the Audit Committee has the authority to engage and
compensate such independent counsel and other advisors as the
Audit Committee deems necessary to carry out its duties.
Each member of the Audit Committee qualifies as an independent
director under the applicable NYSE Rules and under
Rule 10A-3
promulgated by the Securities and Exchange Commission (the
“SEC”) under the Exchange Act. The Board of Directors
believes each member of the Audit Committee is qualified to
discharge his or her duties on behalf of the Company and its
subsidiaries and satisfies the financial literacy requirement of
the NYSE Rules. The Board of Directors has determined that
Stephanie M. Shern qualifies as an “audit
committee financial expert” as that term is defined in the
applicable SEC Rules. None of the members of the Audit Committee
serves on the audit committee of more than two other public
companies.
The Audit Committee met 12 times during the 2007 fiscal year.
The Audit Committee’s report relating to the Company’s
2007 fiscal year begins on page 62 of this Proxy Statement.
This excerpt taken from the SMG 10-K filed Nov 29, 2007. Audit
Committee
The information required by Items 407(d)(4) and 407(d)(5)
of SEC
Regulation S-K
is incorporated herein by reference from the disclosure to be
included under the caption “MEETINGS AND COMMITTEES OF THE
BOARD — Committees of the Board — Audit
Committee” in Scotts Miracle-Gro’s Definitive Proxy
Statement.
This excerpt taken from the SMG DEF 14A filed Dec 20, 2006. Audit
Committee
The Audit Committee is organized and conducts its business
pursuant to a written charter adopted by the Board of Directors.
A copy of the Audit Committee’s charter is posted under the
“governance” link on the Company’s Internet
website at http://investor.scotts.com and is available in print
to any shareholder who requests it from the Corporate Secretary
of the Company. At least annually, the Audit Committee evaluates
its performance, reviewing and assessing the adequacy of its
charter and recommending any proposed changes to the full Board
of Directors, as necessary, to reflect changes in regulatory
requirements, authoritative guidance and evolving practices.
The Audit Committee is responsible for (1) overseeing the
accounting and financial reporting processes of the Company,
(2) overseeing the audits of the financial statements of
the Company, (3) appointing, compensating and overseeing
the work of the independent registered public accounting firm
employed by the Company for the purpose of preparing or issuing
an audit report or related work, (4) establishing
procedures for the receipt, retention and treatment of
complaints received by the Company regarding accounting,
internal accounting controls, auditing matters or other
compliance matters, (5) assisting the Board of Directors in
its oversight of: (a) the integrity of the Company’s
financial statements; (b) the Company’s compliance
with applicable laws, rules and regulations, including
applicable NYSE Rules; (c) the independent registered
public accounting firm’s qualifications and independence;
and (d) the performance of the Company’s internal
audit function; and (6) undertaking the other matters
required by applicable SEC Rules and NYSE Rules. Pursuant to its
charter, the Audit Committee has the authority to engage and
compensate such independent counsel and other advisors as the
Audit Committee deems necessary to carry out its duties.
Each member of the Audit Committee qualifies as an independent
director under the applicable NYSE Rules and under SEC
Rule 10A-3.
The Board of Directors believes each member of the Audit
Committee is qualified to discharge his or her duties on behalf
of the Company and its subsidiaries and satisfies the financial
literacy requirement of the NYSE Rules. The Board of Directors
has determined that Stephanie M. Shern qualifies as an
“audit committee financial expert” as that term is
defined in the applicable SEC Rules by virtue of her experience
described on page 10. None of the members of the Audit
Committee serves on the audit committee of more than two other
public companies.
The Audit Committee met 15 times during the 2006 fiscal year.
The Audit Committee’s report relating to the Company’s
2006 fiscal year appears on pages 39 and 40.
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