Pep Boys 2013 Annual Report Download - page 18

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Report of the Audit Committee of the Board of Directors
The Audit Committee reviews Pep Boys’ financial statements and makes recommendations to the full Board of
Directors on matters concerning the audits of Pep Boys’ books and records. Each committee member is
“independent” as defined by the listing standards of the NYSE. Ms. Scaccetti (chair) and Messrs. Hotz, Rosenblatt
and Sweetwood are the current members of the Audit Committee. Ms. Scaccetti has been designated by the full
Board as an Audit Committee Financial Expert as defined by SEC regulations. A written charter adopted by the full
Board governs the activities of the Audit Committee. The charter is reviewed, and when necessary revised, annually.
Management has primary responsibility for Pep Boys’ internal accounting controls and financial reporting
process. The independent registered public accounting firm is responsible for performing an independent audit of
Pep Boys’ consolidated financial statements and internal control over financial reporting in accordance with
standards of the Public Company Accounting Oversight Board (United States) and to issue a report as a result of
such audits. The Audit Committee’s responsibility is to monitor and oversee these processes. The Audit Committee
serves as a focal point for communication among the Board of Directors and its committees, the independent
registered public accounting firm, management and Pep Boys’ internal audit function, as the respective duties of such
groups, or their constituent members, relate to Pep Boys’ financial accounting and reporting and to its internal
controls.
In this context, the Audit Committee reviewed and discussed the audited consolidated financial statements with
management and the independent registered public accounting firm. These discussions included the matters required
to be discussed by Statement on Auditing Standards No. 16, as adopted by the Public Company Accounting
Oversight Board (Communication with Audit Committees). The Audit Committee also reviewed and discussed with
management, the internal auditors and the independent registered public accounting firm, management’s report, and
the independent registered public accounting firm’s attestation, on internal control over financial reporting in
accordance with Section 404 of the Sarbanes-Oxley Act of 2002.
The Audit Committee also discussed with the independent registered public accounting firm its independence
from Pep Boys and its management, including the written disclosures submitted to the Audit Committee by the
independent registered public accounting firm as required by the Public Company Accounting Oversight Board.
Based upon the discussions and reviews referred to above, the Audit Committee, as then constituted,
recommended that the Board of Directors include the audited consolidated financial statements and management’s
report on internal control over financial reporting in Pep Boys’ Annual Report on Form 10-K for the fiscal year
ended February 1, 2014 filed with the SEC.
This report is submitted by: Jane Scaccetti; Robert H. Hotz; Robert Rosenblatt and John T. Sweetwood.