HR Block 2006 Annual Report Download - page 63

쐍Be directly responsible for the compensation and oversight 쐍Approve the audit plan and the scope of the audit on an
of the work of the independent auditor (including resolution annual basis or as otherwise necessary, and approve any
of disagreements between management and the independent modifications thereto.
auditor regarding financial reporting) for the purpose of 쐍Review the extent to which independent public accountants
preparing or issuing an audit report or related work, with the other than the principal independent auditor are used by the
Company providing appropriate funding, as determined by Company and the rationale for such use.
the Audit Committee, for payment of such compensation. 쐍Recommend to the Board policies for the Company’s hiring
쐍Pre-approve all auditing services and permitted non-auditing of employees or former employees of the independent
services (including the fees and terms thereof) to be auditor who were engaged on the Company’s account
performed for the Company by its independent auditor as consistent with the SEC Rules.
required and permitted by Section 10A(i)(1) of the Exchange
Act. Such pre-approvals may be made pursuant to policies INTERNAL AUDITORS
and procedures established by the Audit Committee in The Audit Committee shall:
accordance with the rules and regulations promulgated by 쐍Review and approve the appointment, replacement,
the Commission under the Exchange Act, as such rules and reassignment or dismissal of the Director of Internal Audit
regulations may be modified or supplemented from time to (or person with similar responsibilities) and periodically and
time (‘‘SEC Rules’’). at least annually review the performance of the Director of
쐍Receive and discuss with management and the independent Internal Audit.
auditor the letter from the independent auditor regarding the 쐍At least annually review and approve the internal audit plan,
auditor’s independence required by the Independence and periodically ensure adequate resources are available to
Standards Board No. 1 (Independence Discussions with execute the plan.
Audit Committees), as such Standard may be modified or 쐍Review the results of completed internal audits with the
supplemented from time to time. Director of Internal Audit and monitor corrective actions
쐍Obtain and review a report from the independent auditor at taken by management, as deemed appropriate.
least annually regarding (a) the independent auditor’s 쐍Review with the independent auditor its assessment of
internal quality-control procedures, (b) any material issues Internal Audit Department practices and objectivity.
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 FINANCIAL REPORTING AND RISK CONTROL
preceding five years respecting one or more independent The Audit Committee shall:
audits carried out by the firm, (c) any steps taken to deal 쐍Review the coordination of audit efforts of the Internal Audit
with any such issues, and (d) all relationships between the Department and the independent auditor to assure
independent auditor and the Company. completeness of coverage, reduction of redundant efforts,
쐍Periodically and at least annually review, evaluate and and the effective use of audit resources.
discuss with the independent auditor such auditor’s 쐍Meet to review and discuss with management and the
independence, effectiveness and performance, including the independent auditor the Company’s audited financial
lead partner of the independent auditor team and any statements and quarterly financial statements prior to filing
disclosed relationships or services that may impact the with the Commission, including the Company’s disclosures
objectivity and independence of the independent auditor. under ‘‘Management’s Discussion and Analysis of Financial
쐍Ensure the rotation of the audit partners as required by the Condition and Results of Operations’’ and the results of the
SEC Rules. Consider whether, in order to assure continuing independent auditor’s audit or review of such
auditor independence, it is appropriate to adopt a policy of financial statements.
rotating the independent auditing firm on a regular basis. 쐍Review with the independent auditor the independent
쐍Present its conclusions regarding its evaluation of the auditor’s evaluation of the Company’s financial, accounting
independent auditor to the Board of Directors and and internal audit personnel, and the cooperation received
recommend to the Board any appropriate action to satisfy by the independent auditor during the course of the audit.
the Committee and/or the Board of the qualifications, 쐍Review any significant disagreement between management
performance and independence of the independent auditor. and either the independent auditor or the Internal Audit
H&R BLOCK 2006 Proxy Statement
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