Office Depot 2003 Annual Report Download - page 104

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Office Depot 2003 / Proxy Statement 102
18. The Committee shall review with the General
Counsel and the Vice President GCAS legal and regulatory
matters that, in the opinion of management, may have a
material impact on the financial statements, related Company
compliance policies, and programs and reports received from
regulators.
19. The Committee shall periodically review the Code
of Ethical Behavior with the Company to ensure that it is ade-
quate and up-to-date. The Committee also shall review with the
Vice President of GCAS and the Company’s General Counsel,
the results of their review of the Company’s monitoring of
compliance with the Company’s Code of Ethical Behavior.
20. The Committee shall establish (or ensure that there
are established) procedures for (a) the receipt, retention and
treatment of complaints received by the Company regarding
accounting, internal accounting controls, or auditing matters,
and (b) the confidential, anonymous submission directly to the
Committee by employees of the Company or other parties as to
concerns regarding questionable accounting or auditing matters.
21. The Committee shall review policies and procedures
with respect to officers’ expense accounts and perquisites,
including their use of corporate assets, and consider the results
of any review of these areas by the internal auditor or the
Independent Accountant.
22. The Committee shall review the results of the Loss
Prevention audits and activities.
23. The Committee shall review and approve the Audit
Committee Report for the Annual Report and Proxy.
24. The Committee shall create an agenda for the ensuing
year or review and approve the agenda submitted by the Vice
President of Global Corporate Audit Services.
25. The Committee shall review this Charter at least
once annually for the purpose of assessing the adequacy of
this Charter and recommend any proposed changes to the
Board of Directors, and shall perform an annual evaluation of
its performance.
While the Audit Committee has the responsibilities and
powers set forth in this Charter, it is not the duty of the Audit
Committee to plan or conduct actual audits or to determine
that the Company’s financial statements are complete and
accurate and are in accordance with generally accepted account-
ing principles. This is the responsibility of management and
the Independent Accountant. Nor is it the duty of the Audit
Committee to conduct investigations, to resolve disagreements,
if any, between management and the Independent Accountant
or to assure compliance with laws and regulations and the
Company’s Code of Ethical Behavior.