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This excerpt taken from the EGP DEF 14A filed Apr 28, 2008. PROPOSAL TWO:
RATIFICATION OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM
The Audit Committee of the Board of Directors has appointed KPMG
LLP to act as auditors for the fiscal year ending
December 31, 2008. KPMG LLP served as the independent
registered public accounting firm for the Company for the fiscal
year ended December 31, 2007. A representative of KPMG LLP
is expected to be present at the Annual Meeting and will have an
opportunity to make a statement, if he or she so desires, and
will be available to respond to appropriate questions.
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At the Annual Meeting, the shareholders will be asked to ratify
the selection of KPMG LLP as the Company’s independent
registered public accounting firm. Pursuant to the Rules and
Regulations of the Securities and Exchange Commission, the Audit
Committee has the direct responsibility to appoint, retain, fix
the compensation and oversee the work of the Company’s
independent registered public accounting firm. Although
ratification is not required by the Company’s Bylaws or
otherwise, the Board is submitting the selection of KPMG LLP to
the shareholders for ratification because we value the
shareholders’ views on the Company’s independent
registered public accounting firm and as a matter of good
corporate practice. In the event that the shareholders fail to
ratify the selection, it will be considered as a direction to
the Board of Directors and the Audit Committee to consider the
selection of a different firm. Even if the selection is
ratified, the Audit Committee in its discretion may select a
different independent registered public accounting firm at any
time during the year if it determines that such a change would
be in the best interests of the Company and our shareholders.
The affirmative vote of a majority of the votes cast on the
proposal, assuming a quorum is present at the Meeting, is
required to ratify the appointment of KPMG LLP. The directors of
the Company unanimously recommend a vote “FOR” the
ratification of KPMG LLP as the Company’s independent
registered public accounting firm for 2008. Unless otherwise
instructed, proxies will be voted “FOR” ratification
of the appointment of KPMG LLP.
In connection with the audit of the 2007 financial statements,
the Company entered into an engagement agreement with KPMG LLP
which set forth the terms by which KPMG LLP will perform audit
services for the Company. That agreement is subject to
alternative dispute resolution procedures and an exclusion of
punitive damages.
The following table shows the fees paid or accrued by the
Company for the audit and other services provided by KPMG LLP
for fiscal years 2007 and 2006.
The Audit Committee of the Board has adopted policies and
procedures providing for the pre-approval of audit and non-audit
services performed by the Company’s independent registered
public accounting firm. Pre-approval may be given as part of the
Audit Committee’s approval on the engagement of the
independent auditor or on an individual
case-by-case
basis before the independent auditor is engaged to provide each
service. The pre-approval of services may be delegated to the
Audit Committee chairman, but the decision is subsequently
reported to the full Audit Committee.
The Audit Committee has considered whether provision of the
non-audit related services described above is compatible with
maintaining the independent accountants’ independence and
has determined that those services have not adversely affected
KPMG LLP’s independence.
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