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In the performance of our oversight responsibilities, the
Committee has reviewed and discussed with management and the
independent registered public accounting firm the Company’s
audited financial statements for the year ended December 31,
2005 and management’s assessment of the effectiveness
of the Company’s internal controls over financial reporting
as of December 31, 2005.
The Committee has discussed with the independent registered
public accounting firm the matters required to be discussed
by Statement on Auditing Standards No. 61, Communication with
Audit Committees, the Securities and Exchange Commission and
the New York Stock Exchange.
The Committee has received the written disclosures and the
letter from the independent registered public accounting firm
required by Independence Standards Board Standard No. 1 (Independence
Discussions with Audit Committees) and has discussed with
the independent registered public accounting firm their independence.
The Committee discussed with the internal auditors and the
independent registered public accounting firm the overall
scope and plans for their respective audits. The Committee
met with the internal auditors and the independent registered
public accounting firm, with and without management present,
to discuss the results of their examinations, their evaluations
of the Company’s internal controls and the overall quality
of the Company’s financial reporting.
Based on the reviews and discussions referred to above, in
reliance on management and the independent registered public
accounting firm, and subject to the limitations of our role,
the Committee recommended to the Board of Directors, and the
Board has approved, the inclusion of the financial statements
referred to above in the Company’s Annual Report on Form
10-K.
Following a review of the independent registered public accounting
firm’s performance and qualifications, including consideration
of management’s recommendation, the Committee approved
the reappointment of the independent registered public accounting
firm for the fiscal year 2006.
Respectfully submitted,
- Audit and Finance Committee
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- Thomas H. O’Brien,
Chairperson
- James R. Barker
- Robert W. Lane
- Sandra O. Moose
- Donald T. Nicolaisen
- John R. Stafford
Dated: March 2, 2006 |
