Assurant 2005 Annual Report Download - page 53

retain outside legal, accounting or other advisors for this purpose, including the authority to approve the fees payable to such advisors and any
other terms of retention;
The Committee shall be given full access to the Company’s internal audit group, Board, corporate executives and independent accountants
as necessary to carry out these responsibilities. While acting within the scope of its stated purpose, the Committee shall have all the authority of
the Board; and
Notwithstanding the foregoing, the Committee shall not be responsible for certifying the Company’s financial statements or guaranteeing
the auditor’s report. The fundamental responsibility for the Company’s financial statements and disclosures rests with management.
The Committee shall:
1. Discuss with management the Company’s guidelines and policies with respect to risk assessment and risk management. The Committee
should discuss the Company’s major financial risk exposures and the steps management has taken to monitor and control such exposures;
2. Evaluate whether management is setting the appropriate “control culture” by communicating the importance of internal control and risk
management and ensuring that all employees have an understanding of their roles and responsibilities; and
3. Evaluate the results of the assessments regarding the quality of internal control by management (Control & Risk Self Assessment) and
internal auditors. Gain an understanding of whether internal control recommendations made have been implemented by management.
4. Discuss with independent auditors any significant matters regarding internal control over financial reporting that have come to their
attention during the conduct of their audit.
An adequate system for the management of business and operational risks, security and control of computer systems and applications, and
business continuity are highly important in this respect.
1. In consultation with the independent auditors, management and the internal auditors, review the integrity of the Company’s financial
reporting processes, both internal and external. In connection therewith, the Committee should obtain and discuss with management and the
independent auditor reports from management and the independent auditor regarding: (i) all critical accounting policies and practices to be used
by the Company; (ii) analyses prepared by management and/or the independent auditor setting forth significant financial reporting issues and
judgments made in connection with the preparation of the financial statements, including all significant alternative treatments of financial
information within generally accepted accounting principles that have been discussed with the Company’s management, the ramifications of
the use of the alternative disclosures and treatments, and the treatment preferred by the independent auditor; (iii) major issues regarding
accounting principles and financial statement presentations, including any significant changes in the Company’s selection or application of
accounting principles; (iv) major issues as to the adequacy of the Company’s internal controls and any specific audit steps adopted in light of
material control deficiencies; and (v) any other material written communications between the independent auditor and the Company’s
management;
2. Review significant accounting and reporting issues, including recent professional and regulatory pronouncements, as well as off-balance
sheet structures, and understand their impact on the financial statements of the Company;
B-3
B.
Responsibilities
Internal Control
Financial Reporting
General: