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Deloitte & Touche LLP, which has been the
independent auditor for the Company since 1975, has been appointed by the
Audit Committee as auditor for the Company and its subsidiaries for the
fiscal year ending September 26, 2003. This appointment is being presented
to the stockholders for ratification. The ratification of the appointment
of the independent auditor requires the affirmative vote of the holders
of a majority of the total shares of Common Stock present in person or represented
by proxy and entitled to vote at the Annual Meeting; provided that a quorum
of at least a majority of the outstanding shares are represented at the
meeting. Abstentions will have the same effect as a vote against ratification.
Broker non-votes will not be considered shares entitled to vote with respect
to ratification of the appointment and will not be counted as votes for
or against the ratification. Proxies submitted pursuant to this solicitation
will be voted for the ratification of Deloitte & Touche LLP as the Company's
auditors for the fiscal year ending September 26, 2003, unless specified
otherwise.
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE "FOR"
THE RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS THE COMPANY'S
AUDITOR FOR THE FISCAL YEAR ENDING SEPTEMBER 26, 2003.
Representatives of Deloitte & Touche LLP are expected to be present at the
Annual Meeting and will be provided an opportunity to make a statement and
to respond to appropriate inquiries from stockholders.
Audit and All Other
Fees
Audit Fees. Fees for the
annual audit for the fiscal year ended September 27, 2002 were
$420,100. Annual audit fees relate to services rendered in connection
with the audit of the Company’s consolidated financial statements
and the quarterly reviews of financial statements included in the
Company's Forms 10-Q.
Financial Information Systems Design
and Implementation Fees. There were no fees for financial
information systems design and implementation during the last fiscal
year.
All Other Fees. All other
fees were $861,681, including audit-related services of $391,628
and non-audit related services of $470,053. Audit related services
include fees for SEC registration statement services, benefit plan
audits, consultation on accounting standards or transactions, statutory
audits, and business acquisitions. Non-audit related services were
primarily tax services. The Audit Committee considers whether the
provision of these services is compatible with maintaining the
auditor's independence, and has determined such services for fiscal
2002 were compatible.
We have been advised by Deloitte & Touche LLP that neither the
firm, nor any member of the firm, has any financial interest, direct
or indirect, in any capacity in the Company or its subsidiaries.
Report of the
Audit Committee
The following report is not deemed to be "soliciting
material" or to be "filed" with the SEC or subject to the SEC's proxy rules
or to the liabilities of Section 18 of the 1934 Act and the report shall
not be deemed to be incorporated by reference into any prior or subsequent
filing by the Company under the 1933 Act or the 1934 Act.
The Audit Committee evidenced its completion of and compliance with the
duties and responsibilities set forth in the adopted Audit Committee Charter
(attached hereto as Appendix A) through a formal written report dated and
executed as of December 11, 2002. The report will be submitted to the Board
of Directors of the Company at the February 12, 2003 Board meeting. A copy
of that report is set forth below.
December 11, 2002
The Board of Directors
Ameritrade Holding Corporation
Fellow Directors:
The primary purpose of the Audit Committee is to assist the Board of Directors
in its general oversight of the Corporation’s financial reporting process.
The Audit Committee conducted its oversight activities for Ameritrade Holding
Corporation and subsidiaries ("Ameritrade") in accordance with the duties
and responsibilities outlined in the audit committee charter included as
Appendix A to this proxy statement. The Audit Committee annually reviews
the NASD standard of independence for audit committees and its most recent
review determined that the committee meets that standard.
Ameritrade management is responsible for the preparation, consistency, integrity
and fair presentation of the financial statements, accounting and financial
reporting principles, systems of internal control, and procedures designed
to ensure compliance with accounting standards, applicable laws, and regulations.
The Corporation’s independent auditors, Deloitte & Touche LLP, are responsible
for performing an independent audit of the financial statements and expressing
an opinion on the conformity of those financial statements with accounting
principles generally accepted in the Unites States of America.
The Audit Committee, with the assistance and support of the Corporate Audit
Department and management of Ameritrade Holding Corporation, has fulfilled
its objectives, duties and responsibilities as stipulated in the audit committee
charter and has provided adequate and appropriate independent oversight
and monitoring of Ameritrade’s systems of internal control for the fiscal
year ended September 27, 2002.
These activities included, but were not limited to, the following significant
accomplishments during the fiscal year ended September 27, 2002:
- Reviewed and discussed the audited financial statements with management
and the external auditors.
- Discussed with the external auditors the matters requiring discussion
by Statement on Auditing Standards No. 61, including matters related
to the conduct of the audit of the financial statements.
- Received written disclosures and letter from the external auditors
required by Independence Standards Board Standard No. 1, and discussed
with the auditors their independence.
In reliance on the Committee’s review and discussions of the matters referred
to above, the Audit Committee recommends the audited financial statements
be included in Ameritrade’s Annual Report on Form 10-K for the fiscal year
ended September 27, 2002, for filing with the Securities and Exchange Commission.
Respectfully submitted,
Ameritrade Holding Corporation Audit Committee
Michael D. Fleisher, Chairman
C. Kevin Landry
Mark L. Mitchell |
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