TDG » Topics » Audit Committee

This excerpt taken from the TDG DEF 14A filed Jan 16, 2009.

Audit Committee

TD Group’s Audit Committee oversees a broad range of issues surrounding our accounting and financial reporting processes and audits of our financial statements. TD Group’s Audit Committee (i) assists our Board of Directors in monitoring the integrity of our financial statements, our compliance with legal and regulatory requirements, our independent auditor’s qualifications and independence, and the performance of our internal audit function and independent auditors, (ii) assumes direct responsibility for the appointment, compensation, retention and oversight of the work of any independent registered public accounting firm engaged for the purpose of performing any audit, review or attest services and for dealing directly with any such accounting firm, (iii) provides a medium for consideration of matters relating to any audit issues and (iv) prepares the Audit Committee report that the SEC rules require be included in our annual Proxy Statement and Annual Report on Form 10-K. Our Board of Directors has adopted a written charter for the Audit Committee, which is available on our website, www.transdigm.com, under “Investor Relations—Corporate Governance” and is available to any stockholder in writing upon request to the Company. The Audit Committee held five meetings during fiscal year 2008.

The members of TD Group’s Audit Committee are Messrs. Hennessy (Chairman), Peacock and Sheffler. The composition of TD Group’s Audit Committee complies with all applicable NYSE rules, including the requirement that at least one member of the Audit Committee have accounting or related financial management expertise. The Board has determined that both Mr. Hennessy and Mr. Sheffler are Audit Committee financial experts. See “Business Experience of Directors” for a list of Messrs. Hennessy’s and Sheffler’s relevant financial experience. All of the Committee members are independent as such term is defined in Rule 10A-3(b)(1) under the Securities Exchange Act of 1934, as amended, and the rules of the NYSE.

These excerpts taken from the TDG 10-K filed Nov 25, 2008.

Audit Committee

The information regarding the audit committee of our Board of Directors and audit committee financial experts is set forth under the caption “Board of Directors—Audit Committee” in our Proxy Statement, which is incorporated herein by reference.

 

ITEM 11. EXECUTIVE COMPENSATION

The information required by this item is set forth under the captions “Executive Compensation” and “Compensation of Directors” in our Proxy Statement, which is incorporated herein by reference.

 

ITEM 12. SECURITY OWNERSHIP OF BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The information regarding security ownership of certain beneficial owners and management is set forth under the caption “Security Ownership of Beneficial Owners and Management” in our Proxy Statement, which is incorporated herein by reference.

 

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Audit Committee

The information regarding the audit committee of our Board of Directors and audit committee financial experts is set forth under the
caption “Board of Directors—Audit Committee” in our Proxy Statement, which is incorporated herein by reference.

 





ITEM 11.EXECUTIVE COMPENSATION

The information required by
this item is set forth under the captions “Executive Compensation” and “Compensation of Directors” in our Proxy Statement, which is incorporated herein by reference.

STYLE="font-size:18px;margin-top:0px;margin-bottom:0px"> 





ITEM 12.SECURITY OWNERSHIP OF BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
STYLE="margin-top:6px;margin-bottom:0px; text-indent:4%">The information regarding security ownership of certain beneficial owners and management is set forth under the caption “Security Ownership of
Beneficial Owners and Management” in our Proxy Statement, which is incorporated herein by reference.

 


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This excerpt taken from the TDG DEF 14A filed Jan 16, 2008.

Audit Committee

TD Group’s Audit Committee oversees a broad range of issues surrounding our accounting and financial reporting processes and audits of our financial statements. TD Group’s Audit Committee (i) assists our Board of Directors in monitoring the integrity of our financial statements, our compliance with legal and regulatory requirements, our independent auditor’s qualifications and independence, and the performance of our internal audit function and independent auditors, (ii) assumes direct responsibility for the appointment, compensation, retention and oversight of the work of any independent registered public accounting firm engaged for the purpose of performing any audit, review or attest services and for dealing directly with any such accounting firm, (iii) provides a medium for consideration of matters relating to any audit issues and (iv) prepares the Audit Committee report that the SEC rules require be included in our annual Proxy Statement and Annual Report on

 

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Form 10-K. Our Board of Directors has adopted a written charter for the Audit Committee, which is available on our website, www.transdigm.com, under “Investor Relations—Corporate Governance.” The Audit Committee held six meetings during fiscal year 2007.

The members of TD Group’s Audit Committee are Messrs. Hennessy, Peacock and Sheffler. Mr. Kruse also served on the Committee until February 27, 2007. Mr. Hennessy is the Chairman of the Audit Committee and the composition of TD Group’s Audit Committee complies with all applicable NYSE rules, including the requirement that at least one member of the Audit Committee have accounting or related financial management expertise. The board has determined that both Mr. Hennessy and Mr. Sheffler are Audit Committee financial experts. See “Business Experience of Directors” for a list of Messrs. Hennessy’s and Sheffler’s relevant financial experience. All of the Committee members are independent as such term is defined in Rule 10A-3(b)(1) under the Securities Exchange Act of 1934, as amended, and the rules of the NYSE.

This excerpt taken from the TDG 10-K filed Nov 21, 2007.

Audit Committee

The information regarding the audit committee of our board of directors and audit committee financial experts is set forth under the caption “Board of Directors—Audit Committee” in our Proxy Statement, which is incorporated herein by reference.

 

ITEM 11.    EXECUTIVE COMPENSATION

The information required by this item is set forth under the captions “Executive Compensation” and “Compensation of Directors” in our Proxy Statement, which is incorporated herein by reference.

 

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ITEM 12. SECURITY OWNERSHIP OF BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The information regarding security ownership of certain beneficial owners and management is set forth under the caption “Security Ownership of Beneficial Owners and Management” in our Proxy Statement, which is incorporated herein by reference.

This excerpt taken from the TDG DEF 14A filed Jan 22, 2007.

Audit Committee

TD Group’s audit committee oversees a broad range of issues surrounding our accounting and financial reporting processes and audits of our financial statements. TD Group’s audit committee (i) assists our Board of Directors in monitoring the integrity of our financial statements, our compliance with legal and regulatory requirements, our independent auditor’s qualifications and independence, and the performance of our internal audit function and independent auditors, (ii) assumes direct responsibility for the appointment, compensation, retention and oversight of the work of any independent registered public accounting firm engaged for the purpose of performing any audit, review or attest services and for dealing directly with any such accounting firm, (iii) provides a medium for consideration of matters relating to any audit issues and (iv) prepares the audit committee report that the SEC rules require be included in our annual proxy statement and annual report on Form 10-K. Our Board of Directors has adopted a written charter for the audit committee, which is available on our website. The audit committee held seven meetings during fiscal year 2006.

The members of TD Group’s audit committee are Messrs. Hennessy, Kruse and Peacock. Mr. Hennessy is the Chairman of the audit committee and the composition of TD Group’s audit committee complies with all applicable NYSE rules, including the requirement that at least one member of the audit committee have accounting or related financial management expertise. Messrs. Hennessy and Peacock are independent as such term is defined in Rule 10A-3(b)(1) under the Securities Exchange Act of 1934, as amended, and the rules of the NYSE, although Mr. Kruse is not independent. In accordance with NYSE rules, we plan to appoint a third independent member to our Board of Directors within 12 months after the consummation of our initial public offering who will replace Mr. Kruse as a member of the audit committee so that all of TD Group’s audit committee members will be independent as such term is defined in Rule 10A-3(b)(1) under the Exchange Act and applicable NYSE rules.

 

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This excerpt taken from the TDG 10-K filed Nov 28, 2006.

Audit Committee

The information regarding the audit committee of our board of directors and audit committee financial experts is set forth under the caption “Board of Directors—Audit Committee” in our Proxy Statement, which is incorporated herein by reference.

 

ITEM 11. EXECUTIVE COMPENSATION

The information required by this item is set forth under the captions “Executive Compensation” and “Compensation of Directors” in our Proxy Statement, which is incorporated herein by reference.

 

ITEM 12. SECURITY OWNERSHIP OF BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The information regarding security ownership of certain beneficial owners and management is set forth under the caption “Security Ownership of Beneficial Owners and Management” in our Proxy Statement, which is incorporated herein by reference.

The information regarding securities authorized for issuance under the Company’s equity compensation plans is set forth under the caption entitled “Equity Compensation Plan Information” in our Proxy Statement, which is incorporated herein by reference.

 

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The information required by this item is set forth under the captions entitled “Certain Relationships and Related Transactions”, “Compensation of Directors”, and “Independence of Directors” in our Proxy Statement, which is incorporated here by reference.

 

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