Ingram Micro 2002 Annual Report Download - page 22

• Financial information systems design and implementation fees. PwC neither billed us any fees nor provided any services related to
financial information systems design and implementation.
• All other fees. PwC billed us a total of $1,261,000 for services rendered that are not described above, which were principally related
to tax compliance and consulting matters, subordinated notes offering and registration and other audit related services.
We have considered whether the provision of the services included in the category “All other fees” is compatible with maintaining
PwC’s independence.
In May 2001, we adopted a set of guidelines for management to follow when considering retaining our company’s independent
auditors to perform non-audit services. Our guidelines closely follow the SEC’s standards on non-audit services that may be performed
by a company’s independent auditors, but are stricter in certain regards. We require management to comply with a set of processes and
procedures when considering our company’s independent auditors for non-audit services as well as to report periodically to the
Committee information on non-audit services being performed by the independent auditors.
The directors who serve on the Committee are all “independent” for purposes of the New York Stock Exchange listing standards.
Although our activities described in the forepart of this report are extensive, we are not employees of the company and, as such, it is
not the duty or the responsibility of the Committee or its members to conduct auditing or accounting reviews or procedures. In
performing our oversight responsibility, members of the Committee rely on information, opinions, reports and statements, including
financial statements and other financial data prepared or presented by officers and employees of our company, legal counsel,
independent accountants and other persons with professional or expert competence. Accordingly, the Audit Committee’s oversight does
not provide an independent basis to determine that management has maintained appropriate accounting and financial reporting
principles, policies, or appropriate internal controls and procedures designed to assure compliance with accounting standards and
applicable laws and regulations. Furthermore, the Audit Committee’s considerations and discussions do not assure that the audit of our
company’s financial statements by its independent auditors has been carried out in accordance with generally accepted auditing standards
or that our company’s independent auditors are in fact “independent.”
Based on the reviews and discussions referred to above, and subject to the limitations on the role and responsibilities of the
Committee, we recommended to the Board of Directors that our company’s audited financial statements be included in its Annual Report
on Form 10-K for the fiscal year ended December 29, 2001, for filing with the Securities and Exchange Commission.
Members of the Audit Committee
of the Board of Directors
of Ingram Micro Inc.
Joe B. Wyatt (Chairman)
Dale R. Laurance
Gerhard Schulmeyer
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