CompUSA 2008 Annual Report Download - page 15

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6
KL2 2600873.8
REPORT OF THE AUDIT COMMITTEE*
The Audit Committee of the Board operates under its charter, which was originally adopted by the Board in 2000 and revised in
February 2003, August 2006 and February 2009. Management is responsible for the Company’ s internal accounting and financial
controls, the financial reporting process, the internal audit function and compliance with the Company’ s policies and legal
requirements. The Company’ s independent registered public accountants are responsible for performing an independent audit of the
Company’ s consolidated financial statements in accordance with standards of the Public Company Accounting Oversight Board
(United States) and for issuance of a report thereon; they also perform limited reviews of the Company’ s unaudited quarterly financial
statements.
The Audit Committee’ s responsibility is to engage the independent registered public accountants, monitor and oversee these
accounting, financial and audit processes and report its findings to the full Board. It also investigates matters related to the Company’ s
financial statements and controls as it deems appropriate. In the performance of these oversight functions, the members of the Audit
Committee rely upon the information, opinions, reports and statements presented to them by Company management and by the
independent registered public accountants, as well as by other experts that the Committee hires.
The Committee reviewed and discussed the audited consolidated financial statements of the Company for fiscal year 2008 with
management, who represented that the Company’ s consolidated financial statements for fiscal 2008 were prepared in accordance with
U.S. generally accepted accounting principles. It discussed with Ernst & Young LLP, the Company’ s independent registered public
accountants for fiscal 2008, those matters required to be reviewed pursuant to Statement of Accounting Standards No. 61
(“Communication with Audit Committees”), as amended by Statement of Accounting Standards No. 90 (Audit Committee
Communications). The Committee has received from Ernst & Young LLP written independence disclosures and the letter required by
Independence Standards Board Standard No. 1 (“Independence Discussions with Audit Committees”) and had a discussion with Ernst
& Young LLP regarding their independence.
Based on the review of the representations of management, the discussions with management and the independent registered public
accountants and the review of the Report of Ernst & Young LLP, Independent Registered Public Accounting Firm, to the Committee,
the Audit Committee recommended to the Board that the financial statements of the Company for fiscal year 2008 as audited by Ernst
& Young LLP be included in the Company’ s Annual Report on Form 10-K filed with the Securities and Exchange Commission.
AUDIT COMMITTEE
Ann Leven (Chair)
Stacy S. Dick
Robert D. Rosenthal
_____________________________
*The information cont
ained in this Audit Committee Report shall not be deemed to be “soliciting material” or to be “filed” with the
SEC, nor shall such information be incorporated by reference into any filings under the Securities Act of 1933, as amended, which
we refer to as
the Securities Act, or under the Exchange Act, except to the extent that we specifically incorporate this information
by reference into any such filing.