Pizza Hut 2011 Annual Report Download - page 101

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(viii) any problems, difficulties or differences encountered in the course of the audit work,
including any disagreements with management or restrictions on the scope of the
independent auditors’ activities or on access to requested information and
management’s response thereto; and
(ix) the effect of evolving regulatory and accounting issues, as well as off-balance sheet
arrangements, on the financial statements of the Company.
B. Discuss generally with management earnings press releases, as well as the types of financial
information and earnings guidance provided to analysts and rating agencies.
C. Discuss with management the Company’s major financial risk exposures and the steps
management has taken to monitor and control such exposures, including the Company’s risk
assessment and risk management policies.
D. Review at least annually the exceptions noted in the reports to the Audit Committee by the
internal and independent auditors, and the progress made in responding to the exceptions.
E. Discuss with management and the independent auditors any accounting adjustments that
were noted or proposed by the independent auditors but were passed as immaterial or
otherwise.
F. Review with management and the General Counsel the Company’s system for assessing
whether the Company’s financial statements, reports and other financial information
required to be disseminated to the public and filed with governmental organizations satisfy
the requirements of the SEC and NYSE.
G. Establish policies for the Company’s hiring of employees or former employees of the
independent auditors who were engaged on the Company’s account.
H. Review related party transactions and potential conflict of interest situations where
appropriate.
I. Review the Company’s accounting and financial management succession planning.
Proxy Statement
J. Ensure that the Company maintains an internal audit function.
K. Discuss with the independent auditors the internal audit department and its audit plan,
responsibilities, budget and staffing.
L. Establish procedures for (i) the receipt, retention and treatment of complaints received by
the Company regarding accounting, internal accounting controls or auditing matters and
(ii) the confidential, anonymous submission by Company employees of concerns regarding
questionable accounting or auditing matters.
M. Review disclosures made by the Company’s principal executive officer or officers and
principal financial officer or officers regarding compliance with their certification obligations
as required under the Sarbanes-Oxley Act of 2002 and the rules promulgated thereunder,
including the Company’s evaluation of the effectiveness of the design and operation of
disclosure controls and procedures.
6. The Committee shall review and consider other matters in relation to the financial affairs of the
Company and its accounts, and in relation to the internal and external audit of the Company as
the Committee may, in its discretion, determine to be advisable.
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