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 Committees charter is posted under the governance link on the Companys 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 Companys independent registered public accounting firm. Deloitte & Touche LLP (Deloitte) was appointed to serve as the Companys independent registered public accounting firm for the 2007 fiscal year.
Management has the primary responsibility for the preparation, presentation and integrity of the Companys 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 managements assessment of the effectiveness of the Companys internal control over financial reporting. The Companys independent registered public accounting firm, Deloitte, is responsible for performing an audit of the Companys 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 Companys internal control over financial reporting, and for reviewing the Companys unaudited interim consolidated financial statements. The Audit Committees 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 Companys 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 Companys 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 Committees 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 Companys 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