This excerpt taken from the DIS DEF 14A filed Jan 6, 2005.
The following Report of the Audit Committee does not constitute soliciting material and should not be deemed filed or incorporated by reference into any other Company filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent the Company specifically incorporates this Report by reference therein.
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:
The full text of the Committees charter is available on the Companys Investor Relations website (www.disney.com/investors).
In carrying out these responsibilities, the Audit Committee, among other things:
The Committee met ten times during fiscal 2004. The Committee schedules its meetings with a view to ensuring that it devotes appropriate attention to all of its tasks. The Committees meetings include, whenever appropriate, executive sessions with the Companys independent registered public accountants and with the Companys internal auditors, in each case without the presence of the Companys management.
As part of its oversight of the Companys financial statements, the Committee reviews and discusses with both management and the Companys independent registered public accountants all annual and quarterly financial statements prior to their issuance. During fiscal 2004, 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 Companys 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 Companys internal and disclosure control structure. As part of this process, the Committee continued to monitor the scope and adequacy of the Companys internal auditing program, reviewing 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 Companys audited financial statements in the Companys Annual Report on Form 10-K for the fiscal year ended September 30, 2004, 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. ODonovan, S.J.