manattmanatt | phelps | phillipsFriends and ClientsTo:Manatt, Phelps & Phillips, LLPFrom:June 1, 2003Date:Audit Committee Requirements and Independent AuditorsSubject:Public Company Audit Committees and Independent AuditorsThe Sarbanes-Oxley Act of 2002 (the “Act”) imposes extensive regulation upon publiccompany audit committees and their independent auditors. The Act, and its implementingregulations, enhance audit committees’ responsibilities and duties and clarify the scope ofservices that an accounting firm can provide to an audit client while retaining its status as an“independent” accountant. Set forth below is a general summary of various provisions of the Actand final implementing regulations relating to independent auditors and public company auditcommittees.Listing Requirements Applicable for Audit Committees.On May 20, 2003 the SEC adopted final rules requiring the self-regulatory organizations,including the New York Stock Exchange, the American Stock Exchange and Nasdaq (the“SROs”), to prohibit the listing of any security of an issuer whose audit committee does notsatisfy the following requirements:1. Responsibilities. Each audit committee, not management, must be directlyresponsible for:• the appointment, retention, compensation and oversight of theissuer’s public accounting firm employed for preparing or issuingan audit report or related work or performing other audit, review orattest services for the issuer; and• the resolution ...