Assurant 2005 Annual Report Download - page 55

6. Ensure that significant findings and recommendations made by the internal auditors are received and discussed on a timely basis; and
7. Ensure that management responds to recommendations by the internal auditors.
1. Retain and terminate independent auditors and approve all audit engagement fees and terms;
2. Inform each registered public accounting firm performing work for the Company that such firm shall report directly to the Committee;
3. Directly oversee the work of any registered public accounting firm employed by the Company, including the resolution of any
disagreement between management and the auditor regarding financial reporting, for the purpose of preparing or issuing an audit report or
related work;
4. Approve in advance any significant audit or non-audit engagement or relationship between the Company and the independent auditors,
other than “prohibited non-auditing services”;
“Prohibited non-auditing services” are services that Congress, the SEC or the Public Company Accounting Oversight Board prohibits
through regulation.
Notwithstanding the foregoing, pre-approval is not necessary for minor audit services if: (i) the aggregate amount of all such non-audit
services provided to the Company constitutes not more than five percent (5%) of the total amount of revenues paid by the Company to its
auditor during the fiscal year in which the non-audit services are provided; (ii) such services were not recognized by the Company at the time
of the engagement to be non-
audit services; and (iii) such services are promptly brought to the attention of the Committee and approved prior to
the completion of the audit by the Committee or by one or more members of the Committee who are members of the Board to whom authority
to grant such approvals has been delegated by the Committee. The Committee may delegate to one or more of its members the authority to
approve in advance all significant audit or non-audit services to be provided by the independent auditors so long as it is presented to the full
Committee at a later time.
5. Review, at least annually, the qualifications, performance and independence of the independent auditors. In conducting its review and
evaluation, the Committee should:
B-5
Independent Auditors
a. At least annually, obtain, discuss, and review a report by the independent auditor describing: the firm’s internal quality-control
procedures, any material issues raised by the most recent internal quality-control review, or peer review of the firm, or by any inquiry or
investigation by governmental or professional authorities, within the preceding five years, respecting one or more independent audits
carried out by the firm, and any steps taken to deal with any such issues, and (to assess the auditor’s independence) all relationships
between the independent auditor and the Company.
b. Ensure the rotation of the lead audit partner at least every five years, and consider whether there should be regular rotation of the
audit firm itself;
c. Confirm with any independent auditor retained to provide audit services for any fiscal year that the lead (or coordinating) audit
partner (having primary responsibility for the audit), or the audit partner responsible for reviewing the audit, has not performed non-audit
services for the Company in each of the five previous fiscal years of the Company; and
d. Meet separately with the independent auditors to discuss any matters that the committee or auditors believe should be discussed
privately;
e. Ensure that significant findings and recommendations made by the independent auditors are received and discussed on a timely
basis; and
f. Ensure that management responds to recommendations by the independent auditors.