Kroger 2011 Annual Report Download - page 48

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46
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 2012 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 2011. 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 28,
2012, management’s assessment of the effectiveness of the Company’s internal control over financial reporting
as of January 28, 2012, 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.
Based upon the review and discussions described in this report, the Audit Committee recommended
to the Board of Directors that the audited consolidated financial statements be included in the Company’s
Annual Report on Form 10-K for the year ended January 28, 2012, as filed with the SEC.
This report is submitted by the Audit Committee.
Ronald L. Sargent, Chair
Susan J. Kropf
Susan M. Phillips
Bobby S. Shackouls