Harris Teeter 2010 Annual Report Download - page 119

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REPORT OF THE AUDIT COMMITTEE
The Audit Committee of the Board of Directors is composed of five independent directors and operates under
a written charter adopted by the Board of Directors. The Company has affirmed to the New York Stock Exchange
that the Board of Directors has determined that all members of the Audit Committee are “independent” as defined
in the New York Stock Exchange Listed Company Manual.
Management is responsible for the Company’s internal controls and the financial reporting process. KPMG
LLP, the Company’s independent auditors, are responsible for performing an independent audit of the Company’s
consolidated financial statements in accordance with the standards of the Public Company Accounting Oversight
Board (United States) and issuing a report on those financial statements. The Audit Committee, among other things,
is responsible for monitoring and overseeing these processes and is directly responsible for the appointment,
compensation, retention and oversight of the Company’s independent auditors.
In this context, the Audit Committee has met and held discussions with management and the independent
auditors. Management represented to the Audit Committee that the Company’s consolidated financial statements
were prepared in accordance with generally accepted accounting principles, and the Audit Committee has reviewed
and discussed the audited consolidated financial statements with management and the independent auditors. The
Audit Committee discussed with the independent auditors the matters required to be discussed by Statement on
Auditing Standards No. 61, as amended (AICPA, Professional Standards, Vol. 1. AU section 380), as adopted by
the Public Company Accounting Board in Rule 3200T and No. 114, “The Auditor’s Communication With Those
Charged With Governance.”
The Company’s independent auditors also provided to the Audit Committee the written disclosures and the
letter required by the Public Company Accounting Oversight Board regarding the independent accountant’s
communications with the audit committee concerning independence, and the Audit Committee discussed with the
independent auditors that firm’s independence.
Based upon the Audit Committee’s discussion with management and the independent auditors and the Audit
Committee’s review of the representations of management and the report of the independent auditors to the Audit
Committee, the Audit Committee recommended that the Board of Directors include the audited consolidated
financial statements in the Company’s Annual Report on Form 10-K for the fiscal year ended October 3, 2010.
SUBMITTED BY THE AUDIT COMMITTEE
John P. Derham Cato
Anna Spangler Nelson
Harold C. Stowe
Isaiah Tidwell
William C. Warden, Jr.
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