Quest Diagnostics 2004 Annual Report Download - page 31

required by or referred to in SAS 61 (communication with Audit Committees), as it may
be modified or supplemented, or other professional standards.
•Compliance with Legal and Regulatory Requirements
(a) Obtain and review reports from management, the internal auditor, the independent
auditor and the Quality, Safety & Compliance Committee regarding legal matters
(including the status of pending litigation) and compliance with all applicable legal and
regulatory requirements that may have a material effect on the Company’s business,
financial statements or compliance policies, including any material reports or inquiries
from regulatory or governmental agencies.
(b) Obtain and review reports from management and the Quality, Safety & Compliance
Committee regarding the adequacy and effectiveness of the Company’s procedures to
ensure compliance with its legal and regulatory responsibilities.
(c) Establish procedures for (a) the receipt, retention and treatment of complaints received by
the Company regarding accounting, internal accounting controls, auditing matters or
potential violations of law and (b) the confidential, anonymous submission by employees
of the Company of concerns regarding questionable accounting or auditing matters.
•Finance Responsibilities
Give advice and make recommendations with regard to investments, debt financings, stock
issuances, stock repurchases, dividend payments and other significant financial policies and
actions.
•General Responsibilities
(a) Periodically meet separately with the internal auditor and independent auditor without
members of management present. The Committee shall meet separately with the
independent auditor at or in connection with every in-person meeting of the Committee
at which the independent auditor is present.
(b) Periodically meet separately with members of management without the internal auditor or
independent auditor present.
(c) Discharge such other responsibilities as may be delegated by the Board.
Clarification of the Committee's Role
The foregoing list of duties is not exhaustive, and the Committee may, in addition, perform
such other functions as it may deem necessary or appropriate for the performance of its duties.
The Committee shall have the power to delegate its authority and duties to subcommittees or
individual members of the Committee, as it deems appropriate in accordance with applicable laws
and regulations and the requirements of the New York Stock Exchange.
The Committee’s responsibility is one of oversight. It is the responsibility of the Company’s
management to prepare consolidated financial statements in accordance with applicable laws and
regulations and to maintain appropriate accounting and financial reporting principles and policies
and internal controls and procedures that provide for compliance with accounting standards and
applicable laws and regulations. The Company’s independent auditor is responsible for planning
and carrying out a proper audit of the Company’s financial statements. Therefore, each member
of the Committee shall be entitled to rely, to the fullest extent permitted by law, on the integrity
of those persons and organizations within and outside the Company from whom he or she receives
information, and the accuracy of the financial and other information provided to the Committee
by such persons or organizations. In discharging its oversight role, the Committee shall have full
access to all Company books, records, facilities and personnel. In fulfilling their responsibilities
hereunder, it is recognized that members of the Committee are not full-time employees of the
Company and are not, and do not represent to be, performing the functions of auditors or
accountants.
The Committee shall have the power to retain counsel, accountants, auditors or other advisors
as and on such terms as the Committee deems appropriate to discharge its duties and
responsibilities. The Committee shall receive appropriate funding, as determined by the
Committee, from the Company to pay any such counsel, accountants, auditors or other advisors.
Quest Diagnostics Incorporated ?2004 Proxy Statement ?29