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This excerpt taken from the AYR DEF 14A filed Apr 3, 2009. Audit
Committee Pre-Approval Policies and Procedures.
The Audit Committee has policies and procedures that require the
pre-approval by the Audit Committee or one of its members of all
services performed by the Company’s independent registered
public accounting firm and related fee arrangements. In the
early part of each year, the Audit Committee approves the
proposed services, including the nature, type and scope of
services contemplated, and the related fees, to be rendered by
these firms during the year. In addition, pre-approval by the
Audit Committee or one of its members is also required for those
engagements that may arise during the course of the year that
are outside the scope of the initial services and fees
pre-approved by the Audit Committee Pursuant to the
Sarbanes-Oxley Act of 2002. The fees and services provided as
noted in the tables above were authorized and approved by the
Audit Committee.
Of the fees set forth in the table above, none of the
“Audit Related Fees”, none of the “Tax Fees”
and none of the “All Other Fees” were approved by the
Audit Committee pursuant to SEC
Rule 2-01(c)(7)(i)(C)
of
Regulation S-X.
This rule provides that the pre-approval requirement is waived,
with respect to fees for services other than audit, review or
attest services, if the aggregate amount of all such services
provided constitutes no more than five percent of the total
amount of revenues paid by the Company to E&Y during the
fiscal year in which the services are provided; such services
were not recognized by the Company at the time of the engagement
to be non-audit services; and such services are promptly brought
to the attention of the Audit Committee and approved prior to
the completion of the audit by the Audit Committee or by one or
more members of the Audit Committee who are members of the Board
to whom authority to grant such approvals has been delegated by
the Audit Committee.
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