Pep Boys 2007 Annual Report Download - page 40

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Appendix A
THE PEP BOYS – MANNY, MOE & JACK
AUDIT COMMITTEE CHARTER
The Board of Directors of The Pep Boys – Manny, Moe & Jack (the “Company”) has adopted this updated
Charter for its Audit Committee (“Committee”) effective for its fiscal year commencing February 3, 2008.
I. COMPOSITION
The Committee shall be comprised of at least three (3) non-management directors appointed by the full Board of
Directors, upon the recommendation of the Nominating and Corporate Governance Committee, who shall serve at
the pleasure of the full Board. Each Committee member shall comply with the independence requirements of the
New York Stock Exchange, Inc (“NYSE”) and the Securities and Exchange Commission (“SEC”) and shall have
sufficient financial experience and ability to enable them to discharge their responsibilities. In addition, at least one
Committee member shall be an “audit committee financial expert” as defined by the SEC.
II. AUTHORITY
The Committee is authorized to carry out the responsibilities set forth in this Charter and any other assignments
requested by the Board of Directors. The Committee shall have full access to the Company’s books, records,
facilities and personnel (including, without limitation, direct access to the Company’s internal audit function) to
carry out its responsibilities and is authorized to retain persons or entities having special competence to assist the
Committee in fulfilling its responsibilities, after notice to the Chairman of the Board. The Committee shall have
access to the Company’s outside counsel for advice and information.
III. PURPOSE
The Committee shall assist the Board of Directors in fulfilling its fiduciary responsibilities as to its oversight of
(a) the integrity of the Company’s financial statements, (b) the compliance of the Company’s public disclosures
with legal and regulatory requirements, (c) the independence and qualifications of the Company’s independent
registered public accounting firm and (d) the performance of the Company’s internal audit function and independent
registered public accounting firm. The Committee is to serve as a focal point for communication among the Board
of Directors, the Company’s independent registered public accounting firm, internal audit function and
management, as the respective duties of such groups, or their constituent members, relate to the Company’s
financial accounting and reporting and internal controls.
The Committee is not intended to be part of the Company’s operational or managerial decision-making process.
The Company’s management, and not the Committee or the independent registered public accounting firm, is
responsible for producing the Company’s financial statements and reports and for instituting and maintaining
internal controls. The independent registered public accounting firm are responsible for attesting to the fair
presentation of the financial statements in accordance with generally accepted accounting principles and upon the
adequacy of the Company’s internal controls.
IV. RESPONSIBILITIES
In furtherance of its stated purpose, the Committee shall have the following responsibilities:
4.1 Financial Reporting. To discuss with management and the independent registered public accounting firm
the annual audited financial statements and quarterly financial statements, including matters required to be reviewed
under applicable SEC, NYSE and any other applicable legal or regulatory requirements.
The Committee will review the Company's Form 10-K with management, the Director of Internal Audit and the
independent registered public accounting firm. Based on such review, the Committee shall make its
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