This excerpt taken from the EGP DEF 14A filed Apr 28, 2008.
PROPOSAL TWO: RATIFICATION OF INDEPENDENT REGISTERED PUBLIC
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.
At the Annual Meeting, the shareholders will be asked to ratify the selection of KPMG LLP as the Companys 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 Companys independent registered public accounting firm. Although ratification is not required by the Companys 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 Companys 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 Companys 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 Companys independent registered public accounting firm. Pre-approval may be given as part of the Audit Committees 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 LLPs independence.