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This excerpt taken from the SMG DEF 14A filed Dec 20, 2007. Report
of the Audit Committee for the 2007 Fiscal Year
The Audit Committee consists of four directors who qualify as
independent directors under 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 2007 fiscal year.
Management has the primary responsibility for the preparation,
presentation and integrity of the Company’s consolidated
financial statements, for the appropriateness of the accounting
principles and reporting policies that are used by the Company
and its subsidiaries, 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, and
for the preparation of the annual report on management’s
assessment of the effectiveness of the Company’s internal
control over financial reporting. The Company’s independent
registered public accounting firm, Deloitte, is responsible for
performing an audit of the Company’s annual consolidated
financial statements in accordance with the standards of the
Public Company Accounting Oversight Board (United States of
America) and issuing its report thereon based on such audit, for
issuing an attestation report on the Company’s internal
control over financial reporting, and for reviewing the
Company’s unaudited interim consolidated 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 relevant period, 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:
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, 2007, 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, 2007 for filing
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 S. Shiely |
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