The Audit Committee is composed entirely of independent directors. The Committee fulfills and assists the Board of Directors' oversight of, its responsibilities to monitor:
- the quality and integrity of our consolidated financial statements and management's financial control of operations;
- the qualifications, independence and performance of the independent auditors;
- the role and performance of the internal audit function; and
- our compliance with legal and regulatory requirement.
The Committee meets regularly and privately with our management and internal auditors, and with our independent registered public accounting firm, PricewaterhouseCoopers LLP.
The Board of Directors has determined that each member of the Audit Committee is "independent" and meets the independence and other requirements of Sections 303A.02 and 303A.07(b) of the listing standards of the New York Stock Exchange, and Rule 10A-3 under the Exchange Act.
Ecolab's Board has also determined that each member of the Committee is an "audit committee financial expert" under the SEC's rules and should be so designated. Further, the Board has determined, in its business judgement, that each member of the Committee has accounting and related financial management expertise, and is financially literate under the New York Stock Exchange's listing standards.