DIRECTV 2003 Annual Report Download - page 67

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THE DIRECTV GROUP, INC.
AUDIT COMMITTEE’S REPORT
The Audit Committee of The DIRECTV Group, Inc. Board of Directors (the “Committee”) is composed of
three independent directors and operates under a written charter adopted by the Board of Directors. The members
of the Committee are J. M. Cornelius (Chair), P. A. Lund and R. F. Boyd, Jr. The Committee recommends to the
Board of Directors the selection of the Company’s independent auditors.
Management is responsible for internal control, disclosure controls and procedures and the financial
reporting process. The independent auditors are responsible for performing an independent audit of the
Company’s consolidated financial statements in accordance with auditing standards generally accepted in the
United States of America and to issue a report thereon. The Committee’s responsibility is to monitor and oversee
these processes.
In this context, the Committee has met and held discussions with management and the independent auditors.
Management represented to the Committee that the Company’s consolidated financial statements were prepared
in accordance with accounting principles generally accepted in the United States of America, and the Committee
has reviewed and discussed the audited consolidated financial statements with management and the independent
auditors. The Committee discussed with the independent auditors matters required to be discussed by Statement
on Auditing Standards No.61 (Communication with Audit Committees).
The Company’s independent auditors also provided to the Committee the written disclosures required by
Independence Standards Board Standard No.1 (Independence Discussions with Audit Committees),andthe
Committee discussed with the independent auditors that firm’s independence.
Based upon the Committee’s discussions with management and the independent auditors and the
Committee’s review of the representation of management and the report of the independent auditors to the
Committee, the Committee recommended that the Board of Directors include the audited consolidated financial
statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2003 filed with the
Securities and Exchange Commission.
/s/ J. M. C
ORNELIUS
, Chair
/s/ P. A. L
UND
/s/ R. F. B
OYD
,J
R
60