Office Depot 2003 Annual Report Download - page 102

Office Depot 2003 / Proxy Statement 100
management, auditors, internal or external legal counsel or
others to attend meetings and provide pertinent information,
as necessary. It will hold private meetings with the Indepen-
dent Accountant, with the head of GCAS, management and, if
requested, with the General Counsel of the Company and/or
outside counsel. The Committee also shall meet in executive
sessions as desired by the Committee. Meeting agendas shall
be prepared and provided in advance to members, along with
appropriate briefing materials. Minutes shall be prepared by a
Secretary or Assistant Secretary of the Company, and submit-
ted to the Committee for its review and approval.
Committee Authority and Responsibilities
The Committee shall see that the following responsibili-
ties are duly discharged in the manner prescribed by applicable
law and regulations of the SEC, the NYSE and PCAOB or
other applicable laws and regulations.
1. The Committee shall have the authority to retain spe-
cial legal, accounting or other consultants to advise the
Committee from time to time, and the Company shall pay the
reasonable fees and expenses of any such legal, accounting
or other consultant so engaged by the Committee. The
Committee may request any officer or employee of the
Company or the Company’s outside counsel or Independent
Accountant to attend a meeting of the Committee or to meet
with any members of, or attorneys, accountants, or consultants
to, the Committee.
2. The Committee shall make regular reports to the
Board on its activities, the results of any special investigation
conducted by it, and the results of any work performed by
special counsel, accountants or consultants engaged by it. The
Committee shall review with the Board any issues that arise
with respect to the quality or integrity of the Company’s
financial statements, the Company’s compliance with legal or
regulatory requirements, the performance and independence
of the public accounting firm, or the performance of the inter-
nal audit function.
3. The Committee shall be informed of all disagree-
ments between management and the Independent Accountant
regarding financial reporting. The Committee shall report regu-
larly to the full Board of Directors on all actions taken pursuant
to this Section of the Charter.
4. The Committee shall review and assure the inde-
pendence of the firm serving as the Company’s Independent
Accountant. The Committee will evaluate annually the per-
formance of the Company’s Independent Accountant. Also,
this evaluation shall include the review and evaluation of the
lead partner of the firm. The Company shall not hire the
Independent Accountant’s lead partner, the concurring partner,
or any other member of the audit engagement team who pro-
vides more than ten hours of audit, review or attest services in a
position within the Company in a financial reporting oversight
role within the one-year period preceding the commencement
of audit procedures as a member of the audit engagement
team. The term “ financial reporting oversight role”shall mean
any individual who has direct responsibility for oversight over
those who prepare the company’s financial statements and
related information, such as MD&A.
5. No Independent Accountant shall perform any non-
audit work for the Company unless expressly authorized to do
so by the Audit Committee, pursuant to procedures established
for such purpose. The Committee shall approve any non-audit
services, including tax services, proposed to be performed by
the public accounting firm serving as the Company’s principal
outside audit firm, before such services are rendered to the
Company. Such pre-approval may be provided by the Chair-
man of the Committee, acting alone and without a meeting of
the Committee, to whom pre-approval authority is hereby
granted in accordance with the Act and regulations pursuant
thereto; provided that the Chairman reports to the Committee
at its next meeting on all such matters pre-approved by him.
6. Under no circumstances shall the Committee or its
Chairman approve any non-audit service that is expressly pro-
hibited by Section 201 of the Sarbanes Oxley Act of 2002. Any
non-audit service approved by the Committee or its Chairman
shall be reported to the Company’s shareholders in the next
periodic report required to be filed by the Company pursuant
to the Securities Exchange Act of 1934, as amended (the
“ Exchange Act”) and regulations of the SEC.
7. The Committee shall at least annually, obtain and
review a report by the Company’s Independent Accountant
describing: the firm’s internal quality-control procedures; any
material issues raised by the most recent internal quality-
control review, or peer review, of the firm, or by any inquiry
or investigation by governmental or professional authorities,
within the preceding five years, respecting one or more inde-
pendent audits carried out by the firm, and steps taken to deal
with any such issues.
8. The Committee shall require that each Independent
Accountant that performs an audit for the Company shall
timely report to the Audit Committee (i) all critical accounting
policies and practices used by the Company; (ii) all reasonably
available alternative treatments of financial information
within generally accepted accounting principles that have
been discussed with management of the Company, ramifica-
tions of the use of such alternative disclosures and treatments,
and the treatment preferred by the public accounting firm; and
(iii) other material written communications between the
Independent Accountant and management of the Company,
such as any management letter or schedule of unadjusted
differences.