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CHK » Topics » VOTING ITEM 3-RATIFICATION OF APPOINTMENT OF

This excerpt taken from the CHK DEF 14A filed Apr 29, 2008.

VOTING ITEM 3—RATIFICATION OF APPOINTMENT OF

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee has appointed PricewaterhouseCoopers LLP (“PwC”) as our independent registered public accounting firm to audit the Company’s consolidated financial statements for the fiscal year ending December 31, 2008. PwC, or its predecessor firms, has served as our independent accountants since our initial public offering in 1993. We are asking shareholders to ratify the appointment of PwC as our independent registered public accounting firm at the Annual Meeting. Representatives of PwC are expected to attend the meeting. They will have an opportunity to make a statement if they desire to do so, and will be available to respond to shareholders’ questions.

The ratification of PwC is not required by our bylaws or other organizational documents, but we are submitting the selection to our shareholders for ratification as a matter of good corporate governance. If the Company’s shareholders do not ratify the selection of PwC as the Company’s independent public accountants, the Audit Committee will consider whether to engage another registered public accounting firm.

Aggregate fees for professional services rendered for the Company by PwC in 2007 and 2006 were:

 

     2007    2006

Audit(1)

    $ 1,711,300    $ 1,590,890

Audit-related(2)

      84,000      48,350

Tax

      —        —  

All other

      —        —  
             

Total

    $ 1,795,300    $ 1,639,240
             

 

(1) Fees were for audit and quarterly reviews, as well as the preparation of comfort letters, consents and assistance with and review of documents filed with the SEC. In 2007, $1,248,000 related to the annual audit, $120,000 related to interim reviews, $133,300 related to services provided in connection with our issuance of securities, and $210,000 related to the audit of a subsidiary of the Company. In 2006, $1,152,290 related to the annual audit, $90,000 related to interim reviews, and $348,600 related to services provided in connection with our issuance of securities.
(2) Fees were for the audit of employee benefit plans.

The Audit Committee is required to pre-approve all audit and non-audit services provided by the Company’s independent accountants. In addition to separately approved services, the Audit Committee’s pre-approval policy provides for pre-approval of specifically described audit and non-audit services and related fee levels on an annual basis. The policy authorizes the Committee to delegate to one or more of its members pre-approval authority with respect to permitted services. The Audit Committee reviews the services performed pursuant to its pre-approval policy at its next scheduled quarterly meeting.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE RATIFICATION OF THE APPOINTMENT OF PwC AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2008.

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