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Exhibit A – Categories of Audit and Permitted Non-Audit Services
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Audit Services
Professional services rendered for the audit of the Company’s annual financial statements and review of quarterly financial statement or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements, and services that generally only the auditor reasonably can provide. This category includes fees for statutory audits required domestically and internationally; comfort letters; consents; accounting consultations for significant or unusual transactions; assistance with understanding and implementing new accounting and financial reporting guidance from rulemaking authorities (such as the FASB, SEC, etc.); assistance with and review of documents filed with the SEC; attest services that generally only the auditor can provide (such as any required internal control report under Section 404 of the Sarbanes-Oxley Act); and services provided by tax professionals of the independent auditor in connection with the audit or quarterly review.
Audit-Related Services
Assurance and related services that are related to the performance of the audit of the Company’s financial statements, and assurance and related services that traditionally are performed by the independent auditor. This category includes, for example, due diligence services pertaining to potential business acquisitions/dispositions; social responsibility audits; financial audits of employee benefit plans (e.g., Profit Sharing Plan and Welfare Benefits Trust), agreed-upon or expanded audit procedures required to comply with local market requirements (e.g., agreed-upon procedures to comply with landlord agreements); and assistance with internal control documentation requirements.
Tax Services
Tax compliance, tax advice and tax planning services, including income tax compliance services, expatriate tax services and executive tax services (including financial planning) for existing arrangements as of April 15, 2002 (no new individuals may use the independent auditor for executive tax services if the Company reimburses the employee for the cost of those services).
Tax compliance services include the preparation of tax returns filed for local statutory purposes in international markets. Tax advice and planning services include tax advice/planning regarding the structuring of foreign entities, assistance with tax audits/reviews by tax authorities, advice/planning related to VAT and other sales-based taxes, transfer pricing services, advice on the tax treatment of certain costs/expenditures and assistance in determining the tax implications of proposed transactions or new laws.
Expatriate tax services include services rendered for the preparation of tax returns and equalizations as required for employees designated by the Company as authorized participants in the expatriate tax program, and related tax services to ensure compliance with tax laws. This includes: |
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- Responding to tax authorities
- Determination of liability for taxes in various jurisdictions
- Tax withholding and reporting requirements for expatriate employees
- Application for certifications/rulings from tax authorities, and
- Meetings with expatriates
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No income tax services shall be permitted for which the fees to be paid are contingent on the results of the services provided.
Other Services
Permitted products and services other than those in the above three categories, including permitted corporate finance services, and certain advisory services such as real estate, treasury, employee benefit plans and risk management. |
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