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<strong>Report</strong> Of Management<br />
The preceding financial statements of <strong>Bausch</strong> & <strong>Lomb</strong> Incorporated were prepared by the company’s management, which is responsible for<br />
their reliability and objectivity. The statements have been prepared in conformity with generally accepted accounting principles and, as such,<br />
include amounts based on informed estimates and judgments of management with consideration given to materiality. Financial information<br />
elsewhere in this annual report is consistent with that in the financial statements.<br />
Management is further responsible for maintaining a system of internal controls to provide reasonable assurance that <strong>Bausch</strong> & <strong>Lomb</strong>’s<br />
books and records reflect the transactions of the company; that assets are safeguarded; and that management’s established policies and<br />
procedures are followed. Management systematically reviews and modifies the system of internal controls to improve its effectiveness.<br />
The internal control system is augmented by the communication of accounting and business policies throughout the company; the careful<br />
selection, training and development of qualified personnel; the delegation of authority and establishment of responsibilities; and a comprehensive<br />
program of internal audit.<br />
Independent accountants are engaged to audit the financial statements of the company and issue a report thereon. They have informed<br />
management and the audit committee of the board of directors that their audits were conducted in accordance with generally accepted<br />
auditing standards, which require a review and evaluation of internal controls to determine the nature, timing and extent of audit testing.<br />
The recommendations of the internal auditors and independent accountants are reviewed by management. Control procedures have<br />
been implemented or revised as appropriate to respond to these recommendations. In management’s opinion, as of December 25, <strong>1999</strong>, the<br />
internal control system was functioning effectively and accomplished the objectives discussed herein.<br />
William M. Carpenter Stephen C. McCluski<br />
Chairman and Chief Executive Officer Senior Vice President and Chief Financial Officer<br />
<strong>Report</strong> Of The Audit Committee<br />
The audit committee of the board of directors, which held three meetings during <strong>1999</strong>, is composed of five outside directors. The chair of<br />
the committee is Alvin W. Trivelpiece, Ph.D. The other members are Franklin E. Agnew, Domenico De Sole, Ruth R. McMullin and Linda<br />
Johnson Rice.<br />
The audit committee meets with the independent accountants, management and the internal auditors to provide reasonable assurance<br />
that management fulfills its responsibilities in the preparation of the financial statements and in the maintenance of an effective system of<br />
internal controls. The audit committee reviews the performance and fees of the independent accountants, recommends their appointment<br />
and meets with them and the internal auditors, with and without management present, to discuss the scope and results of their audit work.<br />
Both the independent accountants and the internal auditors have full access to the audit committee.<br />
Alvin W. Trivelpiece, Ph.D.<br />
Chair, Audit Committee<br />
See the future 44 <strong>Bausch</strong> & <strong>Lomb</strong>