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VLG » Topics » Responsibilities

This excerpt taken from the VLG DEF 14A filed Oct 2, 2006.
Responsibilities
 
The Audit Committee’s primary responsibilities shall be:
 
  •  The appointment, compensation, retention and oversight of the work of the independent auditor engaged (including resolution of disagreements between management and the independent auditor regarding financial reporting) for the purpose of preparing or issuing an audit report or performing other audit, review or attest services for the Company. The independent auditor shall report directly to the Audit Committee.
 
  •  Meet periodically with management to review the Company’s major financial risk exposures and the steps management has taken to monitor and control such exposures.
 
  •  Review major changes to the Company’s auditing and accounting principles and practices as suggested by the independent auditor or management prior to such changes being implemented.
 
  •  Confirmation that the independent auditor is a “registered public accounting firm” as defined in the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder.
 
  •  Review and discuss with management and the independent auditor the Company’s annually audited financial statements prior to the release of annual earnings and recommend to the Board whether the audited financial statements should be included in the Company’s quarterly report on Form 10-K.
 
  •  Meet at least quarterly, or more frequently as circumstances dictate. Review and discuss with management and the independent auditor the Company’s quarterly financial statements prior to the release of quarterly earnings or the filing of the Company’s quarterly report on Form 10-Q.
 
  •  Review and discuss with management and the independent auditor the quality of earnings, significant items subject to estimate, the suitability of accounting principles, highly judgmental areas, audit adjustments (whether or not recorded) and such other inquiries as may be appropriate.
 
  •  Review and discuss with management and the independent auditor of the quality and adequacy of the Company’s internal controls.
 
  •  Review of reports of the independent auditor.
 
  •  Pre-approval of any audit services and permissible non-audit services (including the fees and terms thereof) provided by the independent auditor as set forth in Section 10A(i) of the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder.
 
  •  Establishment and maintenance of procedures (a) for the receipt, retention and treatment of complaints regarding accounting, internal accounting controls or auditing matters, and (b) for the confidential, anonymous submission by employees of concerns regarding questionable accounting or auditing matters.
 
  •  Report on Audit Committee activities to the full Board.
 
  •  Meet with the independent auditor prior to the audit to review the planning and staffing of the audit.


A-1

Table of Contents

 
  •  Receive from the independent auditor a formal written statement delineating all relationships between the independent auditor and the Company consistent with Independent Standards Board Standard No. 1, Independence Discussions with Audit Committees.
 
  •  Actively engage in a dialogue with the independent auditor with respect to any disclosed relationships or services that may impact the objectivity and independence of the independent auditor and take, or recommend that the full Board take, appropriate action to oversee the independence of the independent auditor.
 
  •  Discuss with the independent auditor the matters required to be discussed by Statement on Auditing Standards No. 61 relating to the conduct of the audit.
 
  •  Review with the independent auditor any problems or difficulties the auditor may have encountered and any management letter provided by the auditor and the Company’s response to that letter. Such review should include:
 
  1.  Any difficulties encountered in the course of the audit work, including any restrictions on the scope of activities or access to required information.
 
  2.  Any changes required in the planned scope of the internal audit.
 
  •  Prepare the report required by the rules of the Securities and Exchange Commission to be included in the Company’s annual proxy statement.
 
  •  Review and discuss with management legal matters that may have a material impact on the Financial statements, the Company’s compliance policies and any material reports or inquiries received from regulators or governmental agencies.
 
  •  Meet at least annually with the chief financial officer and the independent auditor in separate executive sessions, with no other parties present.
 
  •  Oversee all related party transactions entered into by the Company.
 

"Responsibilities" elsewhere:

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