Audit Committee Checklist 8 9 05

GIBSON, DUNN & CRUTCHER LLP Updated August 9, 2005 Audit Committee Checklist and Compliance Timeline In light of recent events, audit committees are expected to play a more active role than ever in monitoring the integrity of company financial statements, overseeing a company's relationship with and monitoring the independence of its outside auditor, and monitoring the company's internal controls and compliance with legal and regulatory requirements. Set forth below is a checklist outlining actions that companies and audit committees should consider to position the audit committee to meet its increased responsibilities under the Sarbanes-Oxley Act of 2002 ("Sarbanes-Oxley") and the implementing rules promulgated by the Securities and Exchange Commission ("SEC"), and the listing standards of the New York Stock Exchange ("NYSE") and the Nasdaq Stock Market, Inc. ("NASDAQ"). Companies were required to have audit committees that comply with the new listing standards by the earlier of their first annual meeting after January 15, 2004, or October 31, 2004. Amendments to the NYSE listing standards, including some amendments that impact audit committees, took effect on November 3, 2004 (with a transition period where applicable). Under the SEC rules and applicable listing standards, companies also must make additional disclosures, which are discussed below. Independence. • Consider whether audit committee members meet independence requirements and ...