Foot Locker 2005 Annual Report Download - page 127

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None of the services pre-approved by the Audit Committee or the Chair of the Committee during
2005 utilized the de minimis exception to pre-approval contained in the applicable rules of the Securities
and Exchange Commission.
Audit Committee Report
In accordance with its charter adopted by the Board of Directors, the Audit Committee assists the
Board in fulfilling its oversight responsibilities in the areas of the Company’s accounting policies and
practices, and financial reporting. The Committee has responsibility for appointing the independent
accountants and internal auditors.
The Audit Committee consists of five independent directors, as independence is defined under the
rules of The New York Stock Exchange. All of the Committee members meet the expertise
requirements under the rules of The New York Stock Exchange.
The Company’s management is responsible for establishing and maintaining adequate internal
control over financial reporting. At meetings during 2005, the Committee discussed with management,
KPMG LLP, the Company’s independent registered public accountant, and the Company’s internal
auditors the assessment of the Company’s internal control over financial reporting. The Committee also
discussed with KPMG its attestation report and opinion on the Company’s internal control over
financial reporting contained in the Company’s 2005 Annual Report on Form 10-K.
The Audit Committee reviewed and discussed with management and KPMG the audited financial
statements for the 2005 fiscal year, which ended January 28, 2006. The Committee also discussed with
KPMG the matters required to be discussed by Statement on Auditing Standards No. 61, as amended,
“Communication with Audit Committees’’ and, with and without management present, discussed and
reviewed the results of KPMG’s examination of the financial statements and the overall quality of the
Company’s financial reporting.
The Audit Committee obtained from KPMG the written disclosures required by Independence
Standards Board Standard No. 1 “Independence Discussions with Audit Committees’’ and discussed
with KPMG any relationships that may affect its objectivity. The Audit Committee also considered
whether the non-audit services provided by KPMG to the Company are compatible with maintaining
KPMG’s independence. The Committee has satisfied itself that KPMG is independent.
Based on the review and discussions referred to above, the Audit Committee recommended to the
Board of Directors that the audited financial statements be included in Foot Locker’s Annual Report on
Form 10-K for the 2005 fiscal year.
Purdy Crawford, Chair
Nicholas DiPaolo
Jarobin Gilbert Jr.
David Y. Schwartz
Dona D. Young
35