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Bausch & Lomb 1999 Annual Report

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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>

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