ISBC 2017 Form 10-K & 2018 Proxy Statement

28 • The performance of Investors Bancorp’s internal audit function and independent auditor; and • Investors Bancorp’s system of disclosure controls and system of internal controls regarding finance, accounting, and legal compliance. In furtherance of this purpose, this committee, among other things, shall: • Retain, oversee and evaluate a firm of independent registered public accountants to audit the annual financial statements; • Review the integrity of Investors Bancorp’s internal controls over financial reporting, both internal and external, in consultation with the independent registered public accounting firm and the internal auditor; • Review the financial statements and the audit report with management and the independent registered public accounting firm; • Review earnings and financial releases and quarterly and annual reports filed with the SEC; and • Approve all engagements for audit and non-audit services by the independent registered public accounting firm. The Audit Committee reports to the Board of Directors on its activities and findings. Audit Committee Report Pursuant to rules and regulations of the SEC, this Audit Committee Report shall not be deemed incorporated by reference by any general statement incorporating by reference this Proxy Statement into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent that Investors Bancorp specifically incorporates this information by reference, and otherwise shall not be deemed “soliciting material” or to be “filed” with the SEC subject to Regulation 14A or 14C of the SEC or subject to the liabilities of Section 18 of the Exchange Act. Management has the primary responsibility for Investors Bancorp’s internal control and financial reporting process, and for making an assessment of the effectiveness of Investors Bancorp’s internal control over financial reporting. The independent registered public accounting firm is responsible for performing an independent audit of Investors Bancorp’s consolidated financial statements in accordance with standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”) and to issue an opinion on those financial statements, and for providing an opinion on the Company's internal control over financial reporting. The Audit Committee’s responsibility is to monitor and oversee these processes. As part of its ongoing activities, the Audit Committee has: • reviewed and discussed with management, and the independent registered public accounting firm, the audited consolidated financial statements and the internal control procedures of Investors Bancorp for the year ended December 31, 2017; • discussed with the independent registered public accounting firm the matters required to be discussed by Statement on Auditing Standards No. 1301, Communications with Audit Committees, as adopted by the PCAOB; and • received the written disclosures and the letter from the independent registered public accounting firm required by applicable requirements of the PCAOB regarding the independent registered public accounting firm’s communications with the Audit Committee concerning independence, and has discussed with the independent registered public accounting firm its independence from Investors Bancorp. Based on the review and discussions referred to above, the Audit Committee has recommended to Investors Bancorp’s Board of Directors that the audited consolidated financial statements for the year ended PROXY STATEMENT