Assurant 2005 Annual Report Download - page 54

3. Review with the independent auditor (i) any audit problems or other difficulties encountered by the auditor in the course of the audit
process, including any restrictions on the scope of the independent auditor’s activities or on access to requested information, and any
significant disagreements with management and (ii) management’s responses to such matters. Without excluding other possibilities, the
Committee may wish to review with the independent auditor (i) any accounting adjustments that were noted or proposed by the auditor but
were “passed” (as immaterial or otherwise), (ii) significant consultation, on matters that otherwise are required to be disclosed to the
Committee, made with the independent auditor’s national office, and (iii) any “management” or “internal control” letter issued, or proposed to
be issued, by the independent auditor to the Company; and
4. Review and discuss with the independent auditor the responsibilities, budget and staffing of the Company’s internal audit function;
1. Review with management and the independent auditors prior to public dissemination the Company’s annual audited financial statements
and quarterly financial statements, including the Company’s disclosures under “Management’
s Discussion and Analysis of Financial Condition
and Results of Operations” and a discussion with the independent auditors of the matters required to be discussed by Statement of Auditing
Standards No. 90;
2. Review and discuss with management and the independent auditors the Company’
s earnings press releases (paying particular attention to
the use of any “pro forma” or “adjusted” non-GAAP information), as well as financial information and earnings guidance provided to analysts
and rating agencies. The Committee’s discussion in this regard may be general in nature ( i.e. , discussion of the types of information to be
disclosed and the type of presentation to be made) and need not take place in advance of each earnings release or each instance in which the
Company may provide earnings guidance;
3. Pay particular attention to complex and/or unusual transactions such as restructuring charges and derivative disclosures;
4. Focus on judgmental areas, for example those involving the setting and the release of provision, the valuation of assets and liabilities;
warranty, product or environmental liability; litigation reserves; and other commitments and contingencies;
5. Challenge management for explanations of any identified audit differences not recorded; and
6. Perform any functions required to be performed by it or otherwise appropriate under applicable law, rules or regulations, the Company’s
By-Laws and the resolutions or other directives of the Board, including review of any certification required to be reviewed in accordance with
applicable law or regulations of the SEC.
1. Review the audit charter, organizational structure and activities of Assurant Audit and ensure no unjustified restrictions or limitations are
made;
2. Review the qualifications of internal audit personnel and concur in the appointment, replacement, reassignment or dismissal of the
general auditor;
3. Review the effectiveness of the internal audit function;
4. Approve the annual audit plan, scope and audit budget;
5. Meet separately with the internal auditors to discuss any matters that the Committee or auditors believe should be discussed privately;
B-4
Annual and quarterly financial statements:
Internal Audit