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This excerpt taken from the DIS DEF 14A filed Jan 22, 2010. The charter of the Audit Committee of the Board specifies that the purpose of the Committee is to assist the Board in its oversight of:
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Table of ContentsThe Walt Disney Company Notice of 2010 Annual Meeting and Proxy Statement
This excerpt taken from the DIS DEF 14A filed Jan 16, 2009. The charter of the Audit Committee of the Board specifies that the purpose of the Committee is to assist the Board in its oversight of:
In carrying out these responsibilities, the Audit Committee, among other things:
51
Table of ContentsThe Walt Disney Company Notice of 2009 Annual Meeting and Proxy Statement
This excerpt taken from the DIS DEF 14A filed Jan 11, 2008. The charter of the Audit Committee of the Board specifies that the purpose of the Committee is to assist the Board in its oversight of:
In carrying out these responsibilities, the Audit Committee, among other things:
50
Table of ContentsThe Walt Disney Company Notice of 2008 Annual Meeting and Proxy Statement
This excerpt taken from the DIS DEF 14A filed Jan 12, 2007. The charter of the Audit Committee of the Board, as revised in December 2003, is attached to this proxy statement as Annex B and specifies that the purpose of the Committee is to assist the Board in its oversight of:
In carrying out these responsibilities, the Audit Committee, among other things:
The Committee met ten times during fiscal 2006. The Committee schedules its meetings with a view to ensuring that it devotes appropriate attention to all of its tasks. The Committee’s meetings include, whenever appropriate, executive sessions in which the Committee meets separately with the Company’s independent registered public accountants, the Company’s internal auditors, the Company’s chief financial officer and the Company’s general counsel. As part of its oversight of the Company’s financial statements, the Committee reviews and discusses with both management and the Company’s independent registered public accountants all annual and quarterly financial statements prior to their issuance. During fiscal 2006, management advised the Committee that each set of financial statements reviewed had been prepared in accordance with generally accepted accounting principles, and reviewed significant accounting and disclosure issues with the Committee. These reviews included discussion with the independent registered public accountants of matters required to be discussed pursuant to Statement on Auditing Standards No. 61 (Communication with Audit Committees), including the quality of the Company’s accounting principles, the reasonableness of significant judgments and the clarity of disclosures in the financial statements. The Committee also discussed with PricewaterhouseCoopers LLP matters relating to its independence, including a review of audit and non-audit fees and the written disclosures and letter from PricewaterhouseCoopers LLP to the Committee pursuant to Independence Standards Board Standard No. 1 (Independence Discussions with Audit Committees). In addition, the Committee reviewed key initiatives and programs aimed at maintaining the effectiveness of the Company’s internal and disclosure control structure. As part of this process, the Committee continued to monitor the scope and adequacy of the Company’s internal auditing program, reviewing internal audit department staffing levels and steps taken to maintain the effectiveness of internal procedures and controls. Taking all of these reviews and discussions into account, the undersigned Committee members recommended to the Board that the Board approve the inclusion of the Company’s audited finan -
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Table of ContentsThe Walt Disney Company Notice of 2007 Annual Meeting and Proxy Statement
cial statements in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2006, for filing with the Securities and Exchange Commission. Members of the Audit Committee Monica C. Lozano Robert W. Matschullat (Chair) John E. Pepper, Jr. Orin C. Smith
This excerpt taken from the DIS DEF 14A filed Jan 11, 2006.
The charter of the Audit Committee of the Board, as revised in December 2003, specifies that the purpose of the Committee is to assist the Board in its oversight of:
In carrying out these responsibilities, the Audit Committee, among other things:
The Committee met eight times during fiscal 2005. The Committee schedules its meetings with a view to ensuring that it devotes appropriate attention to all of its tasks. The Committee’s meetings include, whenever appropriate, executive sessions with the Company’s independent registered public accountants and with the Company’s internal auditors, in each case without the presence of the Company’s management.
As part of its oversight of the Company’s financial statements, the Committee reviews and discusses with both management and the Company’s independent registered public accountants all annual and quarterly financial statements prior to their issuance. During fiscal 2005, management advised the Committee that each set of financial statements reviewed had been prepared in accordance with generally accepted accounting principles, and reviewed significant accounting and disclosure issues with the Committee. These reviews included discussion with the independent registered public accountants of matters required to be discussed pursuant to Statement on Auditing Standards No. 61 (Communication with Audit Committees), including the quality of the Company’s accounting principles, the reasonableness of significant judgments and the clarity of disclosures in the financial statements. The Committee also discussed with PricewaterhouseCoopers LLP matters relating to its independence, including a review of audit and non-audit fees and the written disclosures and letter from PricewaterhouseCoopers LLP to the Committee pursuant to Independence Standards Board Standard No. 1 (Independence Discussions with Audit Committees).
In addition, the Committee reviewed key initiatives and programs aimed at strengthening the effectiveness of the Company’s internal and disclosure control structure. As part of this process, the Committee continued to monitor the scope and adequacy of the Company’s internal auditing program, reviewing internal audit department staffing levels and steps taken to implement recommended improvements in internal procedures and controls.
Taking all of these reviews and discussions into account, the undersigned Committee members recommended to the Board that the Board approve the inclusion of the Company’s audited financial statements in the Company’s Annual
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Table of ContentsThe Walt Disney Company Notice of 2006 Annual Meeting and Proxy Statement
Report on Form 10-K for the fiscal year ended October 1, 2005, for filing with the Securities and Exchange Commission.
Members of the Audit Committee
John S. Chen Monica C. Lozano Robert W. Matschullat (Chair) Leo J. O’Donovan, S.J.
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