NVIDIA 2015 Annual Report Download - page 75

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Report of the Audit Committee of the Board of Directors
The material in this report is not “soliciting material,” is not deemed “filed” with the SEC and is not to be incorporated
by reference in any of our filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as
amended, whether made before or after the date hereof and irrespective of any general incorporation language in any such
filing, except to the extent specifically incorporated by reference therein.
The Audit Committee oversees accounting, financial reporting, internal control over financial reporting, financial
practices and audit activities of NVIDIA and its subsidiaries. The Audit Committee reviews the results and scope of the
audit and other services provided by the independent registered public accounting firm and reviews financial statements
and the accounting policies followed by NVIDIA prior to the issuance of the financial statements with both management
and the independent registered public accounting firm.
Management is responsible for the financial reporting process, the preparation of consolidated financial statements in
accordance with accounting principles generally accepted in the United States, or GAAP, the system of internal control over
financial reporting, and the procedures designed to facilitate compliance with accounting standards and applicable laws and
regulations. PricewaterhouseCoopers LLP, or PwC, our independent registered public accounting firm for fiscal year 2015,
was responsible for performing an independent audit of the consolidated financial statements and issuing a report on the
consolidated financial statements and of the effectiveness of our internal control over financial reporting as of January 25,
2015. PwC’s judgments as to the quality, not just the acceptability, of our accounting principles and such other matters are
required to be disclosed to the Audit Committee under applicable standards. The Audit Committee oversees these processes.
Also, the Audit Committee has ultimate authority and responsibility to select, evaluate and, when appropriate, terminate
the independent registered public accounting firm. The Audit Committee approves audit fees and non-audit services provided
by and fees paid to the independent registered public accounting firm.
NVIDIA has an internal audit function that reports to the Audit Committee. This function is responsible for objectively
reviewing and evaluating the adequacy, effectiveness and quality of our system of internal controls and the operating
effectiveness of our business processes. The Audit Committee approves an annual internal audit plan and monitors the
activities and performance of our internal audit function throughout the year to ensure the plan objectives are carried out
and met.
The Audit Committee members are not professional accountants or auditors, and their functions are not intended to
duplicate or to certify the activities of management or the independent registered public accounting firm. The Audit
Committee does not plan or conduct audits, determine that our financial statements are complete and accurate and in
accordance with GAAP or assess our internal control over financial reporting. The Audit Committee relies, without additional
independent verification, on the information provided by our management and on the representations made by management
that the financial statements have been prepared with integrity and objectivity, and the opinion of PwC that such financial
statements have been prepared in conformity with GAAP.
In this context, the Audit Committee reviewed and discussed the audited consolidated financial statements for fiscal
year 2015 with management and our internal control over financial reporting with management and PwC. Specifically, the
Audit Committee discussed with PwC the matters required to be discussed by Statement on Auditing Standards No. 61, as
amended. We have received from PwC the written disclosures and letter required by the applicable requirements of the
Public Company Accounting Oversight Board regarding PwC’s communications with the Audit Committee concerning
independence. The Audit Committee also considered whether the provision of certain permitted non-audit services by PwC
is compatible with PwC’s independence and discussed PwC’s independence with PwC.