31.   Now a company can leave if a majority of its board and of independent directors on the audit committee approve a transfer, subject to shareholder approval.

32.   Robert K. Jaedicke, the longtime chairman of the audit committee, told the panel that he did not recall Andersen auditors using that language to describe the accounting.

33.   Relations among corporate audit committees, management and accountants are likely to become much more strained as each side tries to protect itself.

34.   Scotts said it restated earnings on the recommendation of its audit committee and in agreement with its outside auditors.

35.   Smyth, who held both management and financial control of the company, agreed to step aside as the audit committee completes its study.

36.   Specifically, he said, the agency was reviewing disclosure and financial reporting requirements, the role of audit committees and the oversight of accounting firms.

37.   STRENGTHENED AUDIT RULES PROPOSED A panel created by the leading stock exchanges and markets recommended rules that would strengthen the role of audit committees at public companies.

38.   Strengthening the role of the audit committee, a protection for the public investor.

39.   Tauzin said several CEOs have told him how the audit committees of their boards of directors were already asking tougher questions.

40.   The audit committee was asking questions, Eggleston said, but the directors were not given the right answers.