This excerpt taken from the QSFT DEF 14A filed Apr 10, 2008.
This excerpt taken from the QSFT 10-K filed Dec 7, 2007.
The Nasdaq Stock Market (NASDAQ) requires that a majority of the members of our board of directors be independent, as such term is defined under NASDAQs Marketplace Rules. Currently, five of the seven members of our board of directors are independent directors and all standing committees of the board of directors are composed entirely of independent directors, in each case under the definition of independence contained in NASDAQs Marketplace Rules, which includes a series of objective tests. As further required by NASDAQ rules, our board of directors has determined, with respect to each of our independent directors, that no relationship exists which, in the opinion of the board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. Our board of directors has affirmatively determined that the following directors are independent (as such term is defined under NASDAQs Marketplace Rules): Raymond J. Lane, Augustine L. Nieto II, Kevin M. Klausmeyer, Paul A. Sallaberry, and H. John Dirks.
The following table presents the fees billed to Quest for professional audit services rendered by Deloitte & Touche LLP, the member firms of Deloitte Touche Tohmatsu, and their respective affiliates (collectively, Deloitte), for the audit of our annual financial statements for the years ended December 31, 2006 and 2005, and fees billed for other services rendered by Deloitte during those periods.
The Audit Committee of the Board of Directors has considered whether the provision by Deloitte of the non-audit services listed above is compatible with maintaining Deloittes independence.