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Exhibit B – Prohibited Services
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| The following services are prohibited by applicable law: |
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- Bookkeeping or other services related to the Company’s accounting records or financial statements, including (i) maintaining or preparing the Company’s accounting records; (ii) preparing financial statements that are filed with the SEC or the information that forms the basis for such financial statements; (iii) originating source data for such financial statements; and (iv) statutory audits of financial statements if such statements form the basis of financial statements filed with the SEC;
- Appraisal or valuation services, fairness opinions and contribution-in-kind reports (the SEC continues to permit valuations for non-financial reporting purposes, including transfer-pricing studies, cost segregation studies, and other tax-only valuations);
- Actuarial services, including insurance actuarial-orientated advisory services, except assisting the Company in understanding the methods, models, assumptions and inputs used in computing an amount;
- Management functions or human resources. In particular, partners and employees of the independent auditor may not act as a director, officer or employee of the Company, or perform any decision-making, supervisory, or ongoing monitoring function for the Company, nor may the independent auditor recruit, test or otherwise evaluate employees or prospective employees or advise that the Company employ any candidate;
- Broker-dealer, investment advisory or investment banking services, including any recommendation to the Company as to investments or investment strategies;
- Legal services and expert services unrelated to the audit, including any service in which the person providing the service must be admitted to practice before the courts of a U.S. jurisdiction;
- Internal audit outsourcing relating to internal accounting controls, financial systems, or financial statements (the rule does allow operational auditing and non-recurring evaluations of discrete items;
- Information systems design and implementation relating to the Company’s financial statements or accounting records, including any hardware or software that aggregates source data that is significant to the Company’s financial statements;
- Any tax service to a person in a financial reporting oversight role or to an immediate family member (spouse, spousal equivalent, or dependents) of any such person. The prohibition does not turn on whether the Company or the executive pays for the service. Specifically, the financial reporting oversight role includes the CEO, President/COO, CFO, General Counsel, Controller, Assistant Controller, Directors of Internal Audit & Controls, Director of Financial Reporting, and Treasurer. In addition, the Company has determined the following meet the spirit of the financial reporting oversight role and accordingly prohibit these individuals from using EY tax services: all AOW Presidents, Relationship Partners and CFOs, and Managing Directors and CFOs for major markets (Australia, Brazil, Canada, China, France, Germany, Japan, the United Kingdom, and the United States); and
- Any other services prohibited by the PCAOB or the Audit Committee.
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