Ingram Micro 2002 Annual Report Download - page 21

In addition, we extended a bridge loan of $337,500 to an executive officer, Thomas A. Madden, at an interest rate of 3.52% per
annum to assist him with the purchase of his home. The principal balance on Mr. Madden’s loan was payable in full upon the earlier of
15 days after the sale of his prior home closed or six months from the date of Mr. Madden’s loan. We agreed to forgive all accrued
interest so long as Mr. Madden was not in default under the terms of the loan and remained employed by us on the loan termination date.
On November 28, 2001, Mr. Madden repaid the loan in full and no interest was required as the loan met IRS requirements for a
relocation loan which was paid within 15 days after the sale of his prior home closed.
REPORT OF THE AUDIT COMMITTEE
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 Ingram Micro filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the
extent we specifically incorporate this Report by reference therein.
During fiscal 2000, the Audit Committee of the Board of Directors developed an updated charter for the Committee, which was
approved by the full Board on May 17, 2000. The charter, which was included as part of last year’s proxy statement, reflects standards
set forth in SEC regulations and New York Stock Exchange rules.
As set forth in more detail in the charter, our primary responsibilities fall into three broad categories:
• first, we monitor the integrity of our company’s financial reporting process and systems of internal controls regarding finance,
accounting and legal compliance;
• second, we monitor the independence and performance of our company’s independent external auditors and internal audit
department; and
• third, we
p
rovide an avenue of o
p
en communication amon
g
our com
p
an
y
’s inde
p
endent external auditors, mana
g
ement, internal audit
department and Board of Directors.
We meet with management periodically to consider the adequacy of our company’s internal controls and the objectivity of its
financial reporting. We discuss these matters with our company’s independent auditors and with appropriate company financial
personnel and internal auditors. We regularly meet privately with our company’s independent auditors and internal auditors, each of
whom has unrestricted access to the Committee. We also recommend to the Board of Directors the appointment of our company’s
independent auditors and review periodically their performance and independence from management.
We reviewed our company’s audited financial statements for fiscal 2001 and met with both management and PricewaterhouseCoopers
LLP (“PwC”), the independent auditors, to discuss those financial statements. Management has represented to us that the financial
statements were prepared in accordance with generally accepted accounting principles.
We have received from and discussed with PwC the written disclosure and the letter required by Independence Standards Board
Standard No. 1, Independence Discussions with Audit Committees . These items relate to that firm’s independence from our company. We
also discussed with PwC any matters required to be discussed by Statement on Auditing Standards No. 61, Communication with Audit
Committees and as amended by Statement on Auditing Standards No. 90, Audit Committee Communications.
The fees billed to our company by PwC for fiscal year 2001 were as follows:
• Audit fees. PwC’s fee for their audit of the annual financial statements and their review of the
q
uarterl
y
financial statements for fiscal
year 2001 was $1,535,000, $744,000 of which was billed in fiscal year 2001.
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