Page 18 - EndoProxy2012_final

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endo
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100 Endo Boulevard
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Chadds Ford, Pennsylvania 19317
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Audit Committee Report
The Audit Committee has reviewed and discussed the Company’s audited consolidated financial statements as of and
for the year ended December 31, 2011 with the management of the Company and Deloitte & Touche LLP, the Company’s
independent registered public accounting firm. Further, the Audit Committee has discussed with Deloitte & Touche LLP
the matters required to be discussed under auditing standards generally accepted in the United States, including those
matters set forth in the Statement of Auditing Standards No. 61, Communications with Audit Committees, as amended
and as adopted by the Public Company Accounting oversight Board in Rule 3200T, other standards of the Public Company
Accounting Oversight Board (United States), rules of the SEC, and other applicable regulations, relating to the firm’s judg-
ment about the quality, not just the acceptability, of the Company’s accounting principles, the reasonableness of signifi-
cant judgments and estimates, and the clarity of disclosures in the consolidated financial statements.
The Audit Committee also has received the written disclosures and the letter from Deloitte & Touche LLP required by
PCAOB Ethics and Independence Rule 3526, Communication with Audit Committees Concerning Independence, which
relate to Deloitte & Touche LLP’s independence from the Company, and has discussed with Deloitte & Touche LLP their
independence from the Company. The Audit Committee has also considered whether the independent registered public
accounting firm’s provision of non-audit services to the Company is compatible with maintaining the firm’s independence.
The Audit Committee has concluded that the independent registered public accounting firm is independent from the Com-
pany and its management. The Audit Committee has also discussed with management of the Company and Deloitte &
Touche LLP such other matters and received such assurances from them as it has deemed appropriate.
The Committee also reviewed management’s report on its assessment of the effectiveness of the Company’s internal
control over financial reporting and the independent registered public accounting firm’s report on the effectiveness of
the Company’s internal control over financial reporting. In addition, the Audit Committee reviewed key initiatives and pro-
grams aimed at strengthening the effectiveness of the Company’s internal and disclosure control structure. As part of this
process, the Audit Committee continued to monitor the scope and adequacy of the Company’s internal auditing program.
Based on the reviews, reports and discussions referred to above, the Audit Committee recommended to the Board of Direc-
tors, and the Board approved, that the Company’s audited consolidated financial statements for the year ended December
31, 2011 and management’s assessment of the effectiveness of the Company’s internal control over financial reporting be
included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2011, for filing with the SEC. The
Audit Committee has selected, and the Board of Directors has approved, subject to stockholder ratification, the selection
of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December
31, 2012.
Submitted by the Audit Committee of the Company’s Board of Directors.
Members of the Audit Committee:
John J. Delucca (Chairman)
Roger H. Kimmel
William P. Montague
William F. Spengler
The above Audit Committee Report does not constitute soliciting material, and shall not be deemed filed or incorporated by
reference into any other Company filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, as amend-
ed, except to the extent that the Company specifically incorporates the Audit Committee Report by reference therein.