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This excerpt taken from the SMG DEF 14A filed Dec 20, 2006. Report of
the Audit Committee for the 2006 Fiscal Year
Role
of the Audit Committee, Independent Registered Public Accounting
Firm and Management
The Audit Committee consists of four directors who qualify as
independent directors under the applicable NYSE Rules and SEC
Rule 10A-3,
and operates under 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. The Audit Committee
is responsible for the appointment, compensation and oversight
of the work of the Company’s independent registered public
accounting firm. Deloitte & Touche LLP
(“Deloitte”) was appointed to serve as the
Company’s independent registered public accounting firm for
the 2006 fiscal year.
Management has the responsibility for the preparation,
presentation and integrity of the consolidated financial
statements, for the appropriateness of the accounting principles
and reporting policies that are used by the Company and its
subsidiaries and for the accounting and financial reporting
processes, including the establishment and maintenance of
adequate systems of disclosure controls and procedures and
internal control over financial reporting for the Company. The
Company’s independent registered public accounting firm is
responsible for performing an audit of the Company’s
consolidated financial statements in accordance with the
standards of the Public Company Accounting Oversight Board
(United States) and issuing their report thereon based on such
audit, issuing an attestation report on management’s
assessment of the Company’s internal control over financial
reporting, and for reviewing the Company’s unaudited
interim financial statements. The Audit Committee’s
responsibility is to provide independent, objective oversight of
these processes.
In discharging its oversight responsibilities, the Audit
Committee regularly met with management of the Company, Deloitte
and the Company’s internal auditors. The Audit Committee
often met with each of these groups in executive sessions.
Throughout the year, the Audit Committee had full access to
management, and Deloitte and the internal auditors for the
Company. To fulfill its responsibilities, the Audit Committee
did, among other things, the following:
Table of Contents
Management’s
Representations and Audit Committee
Recommendations
Management has represented to the Audit Committee that the
Company’s audited consolidated financial statements as of
and for the fiscal year ended September 30, 2006, were
prepared in accordance with accounting principles generally
accepted in the United States of America and the Audit Committee
has reviewed and discussed the audited consolidated financial
statements with management and Deloitte.
Based on the Audit Committee’s discussions with management
and Deloitte and its review of the report of Deloitte to the
Audit Committee, the Audit Committee recommended to the Board of
Directors (and the Board of Directors has approved) that the
audited consolidated financial statements be included in the
Company’s Annual Report on
Form 10-K
for the fiscal year ended September 30, 2006 to be filed
with the SEC.
Submitted
by the Audit Committee of the Board of Directors of the
Company:
Stephanie M. Shern, Chair
Thomas N. Kelly Jr. Karen G. Mills John M. Sullivan |
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