SII Pre-Approval of Audit-NonAudit Svcs 032404

Alan.Hill

Informations

• Publié par: Awlui
• Nombre de lectures: 10
• Langue: English

Extrait

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Policy of the

SI International

Audit Committee on

Pre-Approval of Audit and Non-Audit Services

Policy Overview

Policy Statement:

The Audit Committee of the Board of Directors is responsible for the appointment, compensation and

oversight of the work of our independent auditor. It is the policy of the Audit Committee that all audit and

non-audit services be pre-approved by the Audit Committee.

This approval may take the form of specific

pre-approval or general pre-approval.

Policy Detail

Delegation:

The Audit Committee may delegate either type of pre-approval to one or more of its members.

The

member(s) to whom such authority is delegated will report any pre-approval decisions to the Audit

Committee at its next scheduled meeting.

The Audit Committee does not delegate its responsibilities to pre-

approve services performed by the independent auditor to management.

Specific Pre-Approval:

The following services require the specific pre-approval of the Audit Committee:

•

Annual audit services engagement, terms and fees, including required quarterly reviews.

•

Attestation engagement for the independent auditor’s report on management’s report on internal

controls for financial reporting.

•

Audit of 401(k) plan(s) for the fiscal year end.

The Audit Committee will monitor Audit services engagements, at least quarterly, and approve any

changes in terms, conditions, fees, or scope related thereto.

General Pre-Approval:

The following services are hereby pre-approved by the Audit Committee:

Other Audit Services

Generally, these services are services that only the independent auditor can reasonable provide.

•

Services associated with registration statements, periodic reports and other documents filed with the

SEC, and services related to securities offerings and responses to SEC comment letters (e.g.,

consents and comfort letters).

•

Consultations and assistance related to accounting, financial reporting or disclosure matters, and the

actual or potential impact of final or proposed rules, standards of interpretation by the SEC, FASB,

or other regulatory or standard-setting bodies.

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Audit-Related Services

These services are assurance and related services that are reasonably related to the performance of the

audit or review of the Company’s financial statements and that are traditionally performed by the

independent auditor.

•

Due diligence services and tax structuring in connection with potential acquisitions/dispositions.

•

Establishment of, or changes to, audit procedures required to respond to or comply with financial,

accounting or regulatory matters.

•

Internal control reviews and assistance with internal control reporting requirements.

•

Attest services not required by statute or regulation.

Tax Services

The Audit Committee believes that the independent auditor can provide certain tax services to the

Company without impairing the auditor’s independence.

However, the Audit Committee will not permit the

retention of an independent auditor in connection with a transaction initially recommended by the

independent auditor, the purpose of which may be tax avoidance and the tax treatment of which may not be

supported in the Internal Revenue Code and related regulations.

•

U.S. federal, state and local and international tax compliance (including, but not limited to,

preparation of consolidated federal income tax returns; preparation of state and local

income/franchise tax returns; preparation of quarterly estimated tax payment forms).

•

U.S. federal, state and local and international tax planning, and tax advice (including, but not limited

to, methods of accounting, compensation, state tax planning, international operations, internal

reorganizations to rationalize structure, tax credits and tax attributes).

•

Subject to the prohibition on provision of expert services below, assistance with tax audits and

appeals before the IRS and similar state, local and foreign agencies, as applicable.

All services to be provided by the independent auditor that are not listed under “General Pre-Approval”

must be specifically pre-approved by the Audit Committee.

Management of the Company is responsible for reporting to the Audit Committee on at least a quarterly

basis the services rendered by the independent auditor.

The Audit Committee will periodically review and

revise the list of pre-approved services, based on subsequent determinations.

Prohibited Services:

Pursuant to SEC rules and regulations, the following services will not be provided by the independent

auditor:

•

Bookkeeping or other services related to the accounting records or financial statements of the

Company.

•

Financial information systems design and implementation.

•

Appraisal or valuation services, fairness opinions or contribution-in-kind reports.

•

Actuarial services.

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•

Internal audit outsourcing.

•

Management functions.

•

Human resources.

•

Broker-dealer, investment adviser or investment banking services.

•

Legal services.

•

Expert services unrelated to the audit.

The SEC’s rules and regulations and relevant guidance should be consulted to determine the precise

definition of these services and the applicability of the exceptions to certain of the prohibitions.

Pre-Approval Fee Levels:

Pre-approval fee levels for all services to be provided by the independent auditor will be established

periodically by the Audit Committee.

Any proposed services exceeding those levels will require specific

pre-approval by the Audit Committee.

Procedures:

All requests for services to be provided by the independent auditor that do not require specific approval

by the Audit Committee will be submitted to the Chief Financial Officer or his designee and will include a

detailed description of the requested services.

The Chief Financial Officer will review the request to

determine whether the described services have been generally pre-approved by the Audit Committee or

whether specific pre-approval is required.

Where specific pre-approval is required, the Chief Financial

Officer will submit the request, along with the detailed description, to the Audit Committee for review.

The

Chief Financial Officer and the independent auditor must submit a joint statement to the Audit Committee as

to whether they believe the request is consistent with the SEC’s rules on auditor independence.

The detailed

descriptions of any services which the Chief Financial Officer has determined have been generally pre-

approved will also be made available to the Audit Committee.

The Audit Committee may request additional

information as necessary for its review.

Additional Requirements

The Audit Committee may take whatever additional actions it deems necessary to meet its responsibility

to oversee the work of the independent auditor and to assure the auditor’s independence from the Company.