Kroger 2010 Annual Report Download - page 54

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52
AU D I T CO M M I T T E E RE P O R T
The primary function of the Audit Committee is to represent and assist the Board of Directors in
fulfilling its oversight responsibilities regarding the Company’s financial reporting and accounting
practices including the integrity of the Company’s financial statements; the Company’s compliance with
legal and regulatory requirements; the independent public accountants’ qualifications and independence;
the performance of the Company’s internal audit function and independent public accountants; and the
preparation of this report that SEC rules require be included in the Company’s annual proxy statement. The
Audit Committee performs this work pursuant to a written charter approved by the Board of Directors. The
Audit Committee charter most recently was revised during fiscal 2011 and is available on the Company’s
website at http://www.thekrogerco.com/documents/GuidelinesIssues.pdf. The Audit Committee has
implemented procedures to assist it during the course of each fiscal year in devoting the attention that is
necessary and appropriate to each of the matters assigned to it under the Committee’s charter. The Audit
Committee held five meetings during fiscal year 2010. This number is less than the number held in 2009
because two meetings, held to review the Company’s quarterly reports on Form 10-Q, were combined with
other regularly scheduled meetings. The Audit Committee meets separately with the Company’s internal
auditor and PricewaterhouseCoopers LLP, the Company’s independent public accountants, without
management present, to discuss the results of their audits, their evaluations of the Company’s internal
controls over financial reporting, and the overall quality of the Company’s financial reporting. The Audit
Committee also meets separately with the Company’s Chief Financial Officer and General Counsel when
needed. Following these separate discussions, the Audit Committee meets in executive session.
Management of the Company is responsible for the preparation and presentation of the Company’s
financial statements, the Company’s accounting and financial reporting principles and internal controls,
and procedures that are designed to provide reasonable assurance regarding compliance with accounting
standards and applicable laws and regulations. The independent public accountants are responsible for
auditing the Company’s financial statements and expressing opinions as to the financial statements’
conformity with generally accepted accounting principles and the effectiveness of the Company’s internal
control over financial reporting.
In the performance of its oversight function, the Audit Committee has reviewed and discussed
with management and PricewaterhouseCoopers LLP the audited financial statements for the year ended
January 29, 2011, management’s assessment of the effectiveness of the Company’s internal control over
financial reporting as of January 29, 2011, and PricewaterhouseCoopers’ evaluation of the Company’s
internal control over financial reporting as of that date. The Audit Committee has also discussed with the
independent public accountants the matters that the independent public accountants must communicate to
the Audit Committee under applicable requirements of the Public Company Accounting Oversight Board.
With respect to the Company’s independent public accountants, the Audit Committee, among other
things, discussed with PricewaterhouseCoopers LLP matters relating to its independence and has received
the written disclosures and the letter from the independent public accountants required by applicable
requirements of the Public Company Accounting Oversight Board regarding the independent public
accountants’ communications with the Audit Committee concerning independence. The Audit Committee
has reviewed and approved in advance all services provided to the Company by PricewaterhouseCoopers
LLP. The Audit Committee conducted a review of services provided by PricewaterhouseCoopers LLP which
included an evaluation by management and members of the Audit Committee.