Assurant 2005 Annual Report Download - page 37

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AUDIT COMMITTEE MATTERS
Audit Committee Report
The Audit Committee is comprised of Messrs. Carver, Mackin and Palms. Mr. Carver is the Chairman. The purpose of the Audit
Committee, as discussed in detail in the Audit Committee Charter, is (1) to assist the Board of Directors in its oversight of (a) the Company’s
quarterly and annual financial statements, (b) the Company’s compliance with legal and regulatory requirements, (c) the Independent
Registered Public Accounting Firm’s qualifications and independence, and (d) the performance and effectiveness of the Company’s internal
controls over financial and management information and of the Independent Registered Public Accounting Firm (2) to review and advise the
Board of Directors on other matters at their request and (3) to prepare this report. The Board of Directors has determined that all three members
of the Audit Committee are independent as that term is used in Rule 10A-3(b)(1) of the Securities Exchange Act of 1934 and are financially
literate as that qualification has been interpreted by the Board of Directors in its business judgment. Mr. Carver is the audit committee financial
expert and meets the criteria set out in SEC Regulation S-K, Item 401.
The Audit Committee reviews with PricewaterhouseCoopers LLP, Assurant’s Independent Registered Public Accounting Firm, the annual
audited financial statements. The Independent Registered Public Accounting Firm expresses an opinion on the conformity of the audited
financial statements with generally accepted accounting principles. The Audit Committee also meets with PricewaterhouseCoopers LLP to
review the results of their procedures performed with respect to the Company’s quarterly financial statements. The Audit Committee also
discusses with Assurant’s internal auditors and PricewaterhouseCoopers LLP the overall scope and plans for their respective audits.
The Audit Committee has discussed the consolidated financial statements with PricewaterhouseCoopers LLP and it also has discussed with
PricewaterhouseCoopers LLP the matters required to be discussed by the Statement on Auditing Standards No. 61 (Communication with Audit
Committees) relating to the conduct of the audit including the quality of Assurant’
s accounting principles and such other matters as are required
to be discussed with the Audit Committee under generally accepted auditing standards. The Audit Committee also has received written
disclosures and a letter from PricewaterhouseCoopers LLP regarding its independence from Assurant as required by Independence Standards
Board Standard No. 1 (Independence Discussions with Audit Committees), has discussed with PricewaterhouseCoopers LLP the independence
of the firm, and has considered all of the above communications as well as all audit, audit-related and non-audit services provided by
PricewaterhouseCoopers LLP. Based on the foregoing, the Audit Committee has determined that PricewaterhouseCoopers LLP is independent
with respect to Assurant within the meaning of the federal securities laws and the rules and regulations thereunder and Rule 3600T of the
Public Company Accounting Oversight Board (United States), which designates as interim independence standards Rule 101 of the American
Institute of Certified Public Accountants’ Code of Professional Conduct and Standards Nos. 1, 2 and 3 of the Independence Standards Board.
The Audit Committee has reviewed and discussed the audited financial statements of Assurant for the fiscal year ended December 31, 2004
with management. In connection with that review, management represented to the Audit Committee that Assurant’s consolidated financial
statements were prepared in accordance with generally accepted accounting principles.
Based on the above materials and discussions, the Audit Committee has recommended to the Board of Directors that the audited financial
statements be included in Assurant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2004.
The Audit Committee
Howard L. Carver, Chairman
H. Carroll Mackin
John M. Palms, PhD., D.Sc.
31