Circuit City 2008 Annual Report Download - page 70

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Company’
s independent auditors at least once every five years and oversee the rotation of the audit partners of the independent
auditors as required by the Sarbanes-Oxley Act of 2002. The Committee shall have the sole authority to approve and/or pre-
approve all audit engagement fees and terms, as well as all significant non-audit engagements with the independent auditor. It
is the Company’s policy that any independent auditor responsible for auditing the Company’s financial statements shall not
provide any consulting services to the Company except for tax consulting services and it is the Committee’s responsibility to
enforce this policy. The Committee need not pre-approve non-audit services that fall within the “De Minimis Exception” set
forth in Section 10A(i)(1)(B) of the Securities Exchange Act of 1934, as amended;
2.
At least annually, obtain and review a report by the independent auditor consistent with Independence Standards Board of
Directors Standard No.1, describing: (a) the independent auditor’s internal quality-control procedures; (b) any material issues
raised by the most recent internal quality-control review, or peer review, of the independent auditor, 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 independent auditor, and any steps taken to deal with any such issues; and (c) (to assess the auditor’s
independence) all relationships between the independent auditor and the Company. After reviewing the foregoing report and
the independent auditor’s work throughout the year, the Committee shall evaluate the auditor’
s qualifications, performance and
independence. This evaluation shall include the review and evaluation of the lead partner of the independent auditor and the
appropriateness of rotating the audit firm itself. In making its evaluation, the Committee shall take into account the opinions of
management and the Company’s internal auditors (or other personnel responsible for the internal audit function). The
Committee shall present its conclusions with respect to the independent auditor to the full Board;
3.
Review and discuss the annual audited financial statements and quarterly financial statements with management and the
independent auditor, including the Company’s disclosures under “Management’s Discussion and Analysis of Financial
Condition and Results of Operations”;
4.
Review and discuss with management earnings press releases, as well as financial information and earnings guidance
provided to analysts and rating agencies. This discussion may be done generally (i.e., discussion of the types of information to
be disclosed and the type of presentation to be made). The Committee is not required to discuss in advance each earnings press
release or each instance in which the Company provides earnings guidance;
5.
As appropriate, obtain advice and assistance from outside legal, accounting or other advisors;
2