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• The Audit Committee reviews and pre-approves a detailed list of permitted non-audit services annually or
more frequently, if required; and
• The Audit Committee pre-approves each proposed engagement to provide services not previously
included in the approved list of audit and non-audit services and for fees in excess of amounts previously
pre-approved.
The Audit Committee has delegated to the chair of the Audit Committee the authority to approve permitted
services by the independent registered public accounting firm so long as he or she reports decisions to the Audit
Committee at its next meeting.
All of the services covered under the captions “Audit Fees”, “Audit-Related Fees” and “Tax Fees” were
pre-approved by the Audit Committee.
Who is the Audit Committee’s financial expert?
Our board of directors has determined that Joan L. Amble, the chairwoman of the Audit Committee and an
independent director, is qualified as an “audit committee financial expert” within the meaning of SEC
regulations, and she is financial sophisticated within the meaning of the NASDAQ listing standards.
REPORT OF THE AUDIT COMMITTEE
As described more fully in its charter, the purpose of the Audit Committee is to assist our board of directors
in its general oversight of our financial reporting, internal control and audit functions. Management is responsible
for the preparation, presentation and integrity of our consolidated financial statements; accounting and financial
reporting principles; and internal controls and procedures designed to ensure compliance with accounting
standards, applicable laws and regulations. KPMG LLP, our independent registered public accounting firm, is
responsible for performing an independent audit of our consolidated financial statements and the effectiveness of
internal control over financial reporting in accordance with auditing standards of the Public Company
Accounting Oversight Board (United States).
In the performance of its oversight function, the Audit Committee reviewed and discussed our audited
financial statements with management and with our independent registered public accounting firm. The Audit
Committee also discussed with the independent registered public accounting firm the matters required to be
discussed by the statement on Auditing Standards No. 61, as amended (AICPA, Professional Standards , Vol. 1.
AU section 380), as adopted by the Public Company Accounting Oversight Board in Rule 32007. In addition, the
Audit Committee received the written disclosures and the letter from the independent registered public
accounting firm required by applicable requirements of the Public Company Accounting Oversight Board
regarding the independent registered public accounting firm’s communications with the Audit Committee
concerning independence, and discussed with the independent registered public accounting firm their
independence.
Based upon the review and discussions described in the preceding paragraph, the Audit Committee
recommended to the board of directors that our audited financial statements be included in our Annual Report on
Form 10-K for the year ended December 31, 2011 filed with the SEC.
Audit Committee
J
OAN
L. A
MBLE
,C
HAIRWOMAN
E
DDY
W. H
ARTENSTEIN
J
AMES
P. H
OLDEN
J
AMES
F. M
OONEY
V
ANESSA
A. W
ITTMAN
42