[Code of Federal Regulations]
[Title 17, Volume 2]
[Revised as of April 1, 2002]
From the U.S. Government Printing Office via GPO Access
[CITE: 17CFR229.306]

[Page 397-398]
 
              TITLE 17--COMMODITY AND SECURITIES EXCHANGES
 
             CHAPTER II--SECURITIES AND EXCHANGE COMMISSION
 
 PART 229--STANDARD INSTRUCTIONS FOR FILING FORMS UNDER SECURITIES ACT OF 1933, SECURITIES EXCHANGE ACT OF 1934 AND ENERGY POLICY AND CONSERVATION ACT OF 1975--
REGULATION S-K--Table of Contents
 
                 Subpart 229.300--Financial Information
 
Sec. 229.306  (Item 306) Audit committee report.

    (a) The audit committee must state whether:
    (1) The audit committee has reviewed and discussed the audited 
financial statements with management;
    (2) The audit committee has discussed with the independent auditors 
the matters required to be discussed by SAS 61 (Codification of 
Statements on Auditing Standards, AU Sec. 380), as may be modified or 
supplemented;
    (3) The audit committee has received the written disclosures and the 
letter from the independent accountants required by Independence 
Standards Board Standard No. 1 (Independence

[[Page 398]]

Standards Board Standard No. 1, Independence Discussions with Audit 
Committees), as may be modified or supplemented, and has discussed with 
the independent accountant the independent accountant's independence; 
and
    (4) Based on the review and discussions referred to in paragraphs 
(a)(1) through (a)(3) of this Item, the audit committee recommended to 
the Board of Directors that the audited financial statements be included 
in the company's Annual Report on Form 10-K (17 CFR 249.310) (or, for 
closed-end investment companies registered under the Investment Company 
Act of 1940 (15 U.S.C. 80a-1 et seq.), the annual report to shareholders 
required by Section 30(e) of the Investment Company Act of 1940 (15 
U.S.C. 80a-29(e)) and Rule 30d-1 (17 CFR 270.30d-1) thereunder) for the 
last fiscal year for filing with the Commission.
    (b) The name of each member of the company's audit committee (or, in 
the absence of an audit committee, the board committee performing 
equivalent functions or the entire board of directors) must appear below 
the disclosure required by this Item.
    (c) The information required by paragraphs (a) and (b) of this Item 
shall not be deemed to be ``soliciting material,'' or to be ``filed'' 
with the Commission or subject to Regulation 14A or 14C (17 CFR 240.14a-
1 et seq. or 240.14c-1 et seq.), other than as provided in this Item, or 
to the liabilities of section 18 of the Exchange Act (15 U.S.C. 78r), 
except to the extent that the company specifically requests that the 
information be treated as soliciting material or specifically 
incorporates it by reference into a document filed under the Securities 
Act or the Exchange Act.
    (d) The information required by paragraphs (a) and (b) of this Item 
need not be provided in any filings other than a company proxy or 
information statement relating to an annual meeting of security holders 
at which directors are to be elected (or special meeting or written 
consents in lieu of such meeting). Such information will not be deemed 
to be incorporated by reference into any filing under the Securities Act 
or the Exchange Act, except to the extent that the company specifically 
incorporates it by reference.

[64 FR 73402, Dec. 30, 1999]