Pep Boys 2007 Annual Report Download - page 42

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A -
3
4.6 Accounting Standards and Principles. To review the Company's financial reporting and accounting
standards and principles, significant changes in such standards or principles or in their application and the key
accounting decisions affecting the Company's financial statements, including alternatives to, and the rationale for,
the decisions made.
4.7 Internal Audit Function. To review and approve the internal audit staff functions, including (i) purpose,
authority and organizational reporting lines and (ii) annual audit plan, budget and staffing. At least quarterly, the
Committee shall review internal audit’s progress against such plan and the results of such audit. The senior internal
audit executive shall not be terminated or reassigned without the consent of the committee.
4.8 Risk Assessment. To discuss with management and the independent registered public accounting firm, as
appropriate, any audit problems or difficulties and management's response, and the Company's financial risk
assessment and financial risk management policies, including the Company's major financial risk exposure and steps
taken by management to monitor and mitigate such exposure. Annually, the Committee shall review with
management, the Company’s Cost of Risk and Litigation portfolios and, shall be provided with quarterly updates of
any material changes thereto.
4.9 Whistleblower Lines. To oversee the Company’s maintenance of an anonymous telephone hotline for the
reporting by all of the Company’s employees questionable accounting or auditing activities. The Committee shall
also review with management periodic reports from the Company’s anonymous hotline for the reporting by all of
the Company’s employees of employee dishonesty, theft, embezzlement and human resource matters.
4.10 Conflicts of Interest. To review with the General Counsel, and to investigate as appropriate, any matters
pertaining to the integrity of management, members of the Board and the independent registered public accounting
firm, including conflicts of interest and adherence to standards of business conduct as required by the policies of the
Company.
4.11 Expense Reimbursement. To review with management, the results of its an annual review of the
expenses reimbursed to the Chief Executive Officer to ensure compliance with all applicable company policies.
4.12 Self-Evaluation. To perform an annual evaluation of the performance of the Committee using criteria and
procedures established by the Committee, and to review the results of that evaluation with the full Board.
4.13 Charter. To review and update the Committee’s charter annually.
V. MEETINGS
The Committee expects to meet nine times per year and may meet as many other times as the full Board or the
Committee deems necessary. The Committee may meet or otherwise take action in the same manner or manners as
may the full Board of Directors. The Committee may request that members of management, the internal audit
function and/or representatives of the independent registered public accounting firm be present at meetings of the
Committee, as well as outside experts or counsel, if appropriate. At each meeting, the Committee will generally
hold an executive session. Minutes of each Committee meeting are to be prepared and sent to Committee members
for approval.
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