Kroger 2012 Annual Report Download - page 47

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45
AU D I T C O M M I T T E E R E 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฀ir.kroger.com.฀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 2012. 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
February 2, 2013, management’s assessment of the effectiveness of the Company’s internal control over
financial reporting as of February 2, 2013, 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 February 2, 2013, 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