Ingram Micro 2007 Annual Report Download - page 21

its financial reporting, including the application of critical accounting policies. As part of this process, the Audit
Committee has, in connection with Ingram Micro’s compliance with Section 404 of the Sarbanes-Oxley Act of 2002
(“SOX 404”), reviewed on a periodic basis with management and Ingram Micro’s independent registered public
accounting firm, PricewaterhouseCoopers LLP (“PwC”), Ingram Micro’s progress on and completion of its SOX
404 compliance project for 2007, and will continue this monitoring in subsequent years.
As part of its oversight activities, the Audit Committee monitors the scope and adequacy of Ingram Micro’s
internal auditing program, including reviewing staffing levels and steps taken to implement recommended
improvements in internal controls. The Audit Committee discusses these matters with Ingram Micro’s independent
registered public accounting firm and with appropriate Company financial personnel and internal auditors.
The Audit Committee’s meetings include, whenever appropriate, executive sessions with Ingram Micro’s
independent registered public accounting firm and with Ingram Micro’s internal auditors, in each case without the
presence of Ingram Micro’s management.
The Audit Committee appoints Ingram Micro’s independent registered public accounting firm for the purpose
of issuing an audit report on Ingram Micro’s annual financial statements or performing related work and approves
the firm’s compensation.
As part of its oversight of Ingram Micro’s financial statements, the Audit Committee reviews and discusses
with both management and Ingram Micro’s independent registered public accounting firm all annual and quarterly
financial statements, including reviewing Ingram Micro’s specific disclosures under “Management’s Discussion
and Analysis of Financial Condition and Results of Operations” prior to their issuance.
During fiscal year 2007, the Audit Committee discussed Ingram Micro’s financial statements with manage-
ment, including significant accounting and disclosure matters. Management has represented to the Audit Com-
mittee that the financial statements were prepared in accordance with accounting principles generally accepted in
the United States of America. The Audit Committee also discussed Ingram Micro’s earnings press releases, as well
as financial information and earnings guidance provided to analysts and rating agencies, in accordance with the
NYSE corporate governance rules.
The Audit Committee received and reviewed the written disclosures and the letter from PwC required by
Independence Standards Board Standard No. 1, Independence Discussions with Audit Committees.
The Audit Committee discussed with PwC matters relating to its independence, including monitoring
compliance with Ingram Micro’s pre-approval of non-audit services and performing a review of audit and non-
audit fees. The Audit Committee also discussed with PwC the matters required to be discussed by Statement on
Auditing Standards No. 61, Communication with Audit Committees and as amended by Statement on Auditing
Standards No. 90, Audit Committee Communications, including the quality of Ingram Micro’s accounting
principles, the reasonableness of significant judgments and the clarity of disclosures in the financial statements.
Based on the reviews and discussions referred to above, the Audit Committee recommended to the Board of
Directors that the audited financial statements be included in Ingram Micro’s Annual Report on Form 10-K for the
fiscal year ended December 29, 2007, for filing with the SEC.
Members of the Audit Committee
of the Board of Directors of Ingram Micro Inc.
Joe B. Wyatt (Chair)
Leslie S. Heisz*
John R. Ingram
Michael T. Smith
* Member of the Audit Committee since March 1, 2007
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