Responsibility of the Audit Committee
The Audit Committee is primarily concerned with the integrity of Baxter's financial statements, system of internal accounting controls, the internal and external audit process, and the process for monitoring compliance with laws and regulations. The Committee's duties include:
- reviewing the adequacy and effectiveness of Baxter's internal control over financial reporting with management and the independent registered public accounting firm and internal auditors and reviewing with management Baxter's disclosure controls and procedures;
- retaining and evaluating the qualifications, independence and performance of the independent registered public accounting firm;
- approving audit and permissible non-audit engagements to be undertaken by the independent registered public accounting firm;
- reviewing the scope of the annual external and internal audits;
- reviewing and discussing Baxter's financial statements (audited and non-audited), as well as earnings press releases and related information, prior to their filing or release;
- overseeing legal and regulatory compliance as it relates to financial matters;
- holding separate executive sessions with the independent registered public accounting firm, the internal auditor and management; and
- discussing guidelines and policies governing the process by which Baxter assesses and manages risk.
Hiring of Independent Auditor Employees
The Audit Committee also establishes Baxter´s policy with respect to the hiring of employees and former employees of its independent auditor. The current policy is that Baxter will not hire any current or previous employees of its independent registered public accounting firm who are or have, within the last two years, worked on the company´s audit.
Members of the Audit Committee
The Audit Committee met 12 times in 2011. The current members of the Audit Committee are: