AUDIT COMMITTEE REPORT
Management is responsible for the financial reporting process, including the system of internal control, and for the preparation of consolidated financial statements in accordance with accounting principles generally accepted in the United States of America (GAAP). Our independent registered public accounting firm is responsible for auditing those financial statements and expressing an opinion as to their conformity with GAAP. The audit committees responsibility is to oversee and review these processes. We are not, however, professionally engaged in the practice of accounting or auditing, and do not provide any expert or other special assurance as to such financial statements concerning compliance with the laws, regulations or GAAP or as to the independence of the registered public accounting firm. The audit committee relies, without independent verification, on the information provided to us and on the representations made by management and the independent registered public accountants.
In this context, the audit committee has met and held discussions with management and Deloitte & Touche LLP, the Companys independent registered public accounting firm, regarding the fair presentation of the Companys results. The audit committee has discussed significant accounting policies applied by the Company in its financial statements, as well as alternative treatments. Management represented to the audit committee that the Companys consolidated financial statements were prepared in accordance with GAAP, and the audit committee has reviewed and discussed the consolidated audited financial statements with management and the Companys independent registered public accounting firm. The audit committee also discussed with the independent registered public accounting firm the matters required to be discussed by the Public Company Accounting Oversight Board (PCAOB) Auditing Standard No. 1301.
In addition, the audit committee has discussed with the independent registered public accounting firm its independence from the Company and its management, including the matters in the written disclosures and the letter provided to the audit committee by the independent registered public accounting firm, as required by applicable requirements of the PCAOB. The audit committee has concluded that the independent registered public accounting firm is independent from the Company.
The audit committee discussed with the Companys independent registered public accounting firm the overall scope and plans for its audit. The audit committee meets with the independent registered public accounting firm, with and without management present, to discuss the results of its examination, the evaluation of the Companys internal controls, and the overall quality of the Companys financial reporting. The audit committee also has reviewed and discussed the audited financial statements with management.
In reliance on the reviews and discussions referred to above, the audit committee recommended to the board of directors, and the board approved, that the audited financial statements be included in the Companys Annual Report on Form 10-K for the fiscal year ended December 31, 2017, for filing with the SEC. In addition, the audit committee has selected, and the board of directors has ratified the selection of, the Companys independent registered public accounting firm. The following independent directors, who constitute the audit committee, provide the foregoing report.
AUDIT COMMITTEE:
Dennis J. Martin, Chairman
R. Kent Griffin, Jr.
Gregory J. Whyte
The foregoing report shall not constitute soliciting material and shall not be deemed incorporated by reference
by any general statement incorporating by reference this proxy statement into any filing under the Securities Act
of 1933, as amended, or under the
Exchange Act
, except to the extent that we specifically incorporate this
information by reference, and shall not otherwise be deemed filed under either Act.