ROST » Topics » Summary of Audit, Audit-Related, Tax and All Other Fees

This excerpt taken from the ROST DEF 14A filed Apr 13, 2009.

Summary of Audit, Audit-Related, Tax and All Other Fees

The Audit Committee reviews and approves all proposed audit and non-audit engagements and related fees of Deloitte. In addition, any audit and non-audit fees for newly proposed professional services that arise during the year, or changes to previously approved fees and work, are reviewed and approved in advance of commencement of such services by the Audit Committee at their regularly scheduled meetings throughout the fiscal year. Should a situation arise that requires approval between meetings, the Audit Committee has delegated authority to its Chairman to authorize such pre-approval and report on same at the following regularly scheduled meeting.

13


The following table summarizes the aggregate fees billed by Deloitte for professional services to the Company rendered during fiscal 2008 and 2007.

Fees Fiscal Year 2008 Fiscal Year 2007
Audit Fees $1,128,000 $1,127,000
Audit-Related Fees 143,000 170,000
Tax Fees    
     Tax Compliance Fees 131,000 251,000
     Other Tax Services 13,000 15,000
All Other Fees -- --
Total Fees $1,415,000 $1,563,000

Audit Fees in fiscal 2008 and 2007 included fees related to the audit of the financial statements included in the Company’s Annual Report on Form 10-K, reviews of the financial statements included in Quarterly Reports on Form 10-Q and Sarbanes-Oxley compliance services. Audit-Related Fees were for consultation on accounting standards or transactions and audits of employee benefit plans and Sarbanes-Oxley advisory services. Tax Fees were for tax-related services, consisting of compliance services (preparation or review of the Company’s tax returns, and other tax compliance matters) and other tax services. All of the services reflected in the table were pre-approved by the Audit Committee.

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

Summary of Audit, Audit-Related, Tax and All Other Fees

The Audit Committee reviews and approves all proposed audit and non-audit engagements and related fees of Deloitte. In addition, any audit and non-audit fees for newly proposed professional services that arise during the year, or changes to previously approved fees and work, are reviewed and approved in advance of commencement of such services by the Audit Committee at their regularly scheduled meetings throughout the fiscal year. Should a situation arise that requires approval between meetings, the Audit Committee has delegated authority to its Chairman to authorize such pre-approval and report on same at the following regularly scheduled meeting.

24


The following table summarizes the aggregate fees billed by Deloitte for professional services to the Company rendered during fiscal 2007 and 2006.

Fees Fiscal Year 2007 Fiscal Year 2006
Audit Fees $1,127,000 $1,089,000
Audit-Related Fees 170,000 102,000
Tax Fees    
     Tax Compliance Fees 251,000 224,000
     Other Tax Services 15,000 --
All Other Fees -- --
Total Fees $1,563,000 $1,415,000

Audit Fees in fiscal 2007 and 2006 included fees related to the audit of the financial statements included in the Company’s Annual Report on Form 10-K, reviews of the financial statements included in Quarterly Reports on Form 10-Q and Sarbanes-Oxley compliance services. Audit-Related Fees were for consultation on accounting standards or transactions and audits of employee benefit plans and Sarbanes-Oxley advisory services. Tax Fees were for tax-related services, consisting of compliance services (preparation or review of the Company’s tax returns, and other tax compliance matters) and other tax services. All of the services reflected in the table were pre-approved by the Audit Committee.

This excerpt taken from the ROST DEF 14A filed Apr 17, 2007.

Summary of Audit, Audit-Related, Tax and All Other Fees

The Audit Committee reviews and approves all proposed audit and non-audit engagements and related fees of Deloitte. In addition, any audit and non-audit fees for newly proposed professional services that arise during the year, or changes to previously approved fees and work, are reviewed and approved in advance of commencement of such services by the Audit Committee at their regularly scheduled meetings throughout the fiscal year. Should a situation arise that requires approval between meetings, the Audit Committee has delegated authority to its Chairman to authorize such pre-approval and report on same at the following regularly scheduled meeting.

9


The following table summarizes the aggregate fees billed by Deloitte for professional services to the Company rendered during fiscal 2006 and 2005.

     
                                     Fees    Fiscal Year 2006     Fiscal Year 2005  
Audit Fees  $1,089,000  $1,069,000 
Audit-Related Fees  102,000  84,000 
Tax Fees     
       Tax Compliance Fees  224,000  164,000 
       Other Tax Services  --  -- 
All Other Fees  --  -- 
     
Total Fees  $1,415,000  $1,317,000 

Audit Fees in fiscal 2006 and 2005 included fees related to the audit of the financial statements included in the Company’s Annual Report on Form 10-K, reviews of the financial statements included in Quarterly Reports on Form 10-Q and Sarbanes-Oxley compliance services. Audit-Related Fees were for consultation on accounting standards or transactions and audits of employee benefit plans and Sarbanes-Oxley advisory services. Tax Fees were for tax-related services, consisting of compliance services (preparation or review of the Company’s tax returns, and other tax compliance matters). All of the services reflected in the table were pre-approved by the Audit Committee.

This excerpt taken from the ROST DEF 14A filed Apr 12, 2006.

Summary of Audit, Audit-Related, Tax and All Other Fees

The Audit Committee reviews and approves all proposed audit and non-audit engagements and related fees of Deloitte.  In addition, any audit and non-audit fees for newly proposed professional services that arise during the year, or changes to previously approved fees and work, are reviewed and approved in advance of commencement of such services by the Audit Committee at their regularly scheduled meetings throughout the fiscal year.  Should a situation arise that requires approval between meetings, the Audit Committee has delegated authority to its Chairman to authorize such pre-approval and report on same at the following regularly scheduled meeting.

8


The following table summarizes the aggregate fees billed by Deloitte for professional services to the Company rendered during fiscal 2005 and 2004.

Fees

 

Fiscal Year 2005

 

Fiscal Year 2004

 


 


 


 

Audit Fees

 

$

1,069,000

 

$

1,096,000

 

Audit-Related Fees

 

 

84,000

 

 

205,000

 

Tax Fees

 

 

 

 

 

 

 

Tax Compliance Fees

 

 

164,000

 

 

568,000

 

Other Tax Services

 

 

—  

 

 

340,000

 

All Other Fees

 

 

—  

 

 

1,304,000

 

Total Fees

 

$

1,317,000

 

$

3,513,000

 

Audit Fees in fiscal 2005 and 2004 included fees related to the audit of the financial statements included in the Company’s Annual Report on Form 10-K, reviews of the financial statements included in Quarterly Reports on Form 10-Q and Sarbanes-Oxley compliance services.  Audit-Related Fees were for consultation on accounting standards or transactions and audits of employee benefit plans and Sarbanes-Oxley advisory services.  Tax Fees were for tax-related services, including tax compliance services (preparation or review of the Company’s tax returns, tax representation services and other tax compliance matters), and other tax services (performance of a strategic tax review and related tax planning matters).  All Other Fees were primarily for professional services rendered by Deloitte Consulting, an entity separate from but affiliated with Deloitte, during the first quarter of fiscal 2004 in connection with the implementation of new merchandising, warehousing and store information technology systems and the business process changes associated with this effort.  All of the services reflected in the table were pre-approved by the Audit Committee.

The information systems work performed for the Company by Deloitte Consulting was a significant, multi-year project that was contracted for in early 2002, prior to the adoption of the Sarbanes-Oxley Act and related Securities and Exchange Commission (“SEC”) rules, which subsequently imposed significant limitations on the use by a public company of its independent audit firm to perform various consulting services, due to the potential for conflicts of interest. The SEC rules continue to permit the use of such firms for certain types of consulting work, provided the work is pre-approved by the Company’s Audit Committee.  In February 2002, prior to the approval and commencement of the information systems consulting work with Deloitte Consulting, the Audit Committee undertook a review of the relationship of Deloitte Consulting to Deloitte, and the potential effect of this consulting project on the independence of Deloitte.  As part of that review process, Deloitte advised the Company and the Audit Committee that Deloitte Consulting planned to separate from Deloitte as soon as practicable.  The Company and the Audit Committee were also assured that, in the interim, Deloitte Consulting was already a separate entity from Deloitte, not sharing employees, leadership, or profits.  In particular, the Audit Committee was advised that there has been no monetary exchange between Deloitte and Deloitte Consulting as a result of these non-audit services.  At that time, it was decided to engage Deloitte Consulting for the project, with an expected implementation period from 2002 through early 2004.

In late March 2003, Deloitte and Deloitte Consulting advised the Company and publicly announced that they had abandoned their plans to separate.  Based on this new information, the Audit Committee determined that it needed to reevaluate the Company’s relationship with both Deloitte and Deloitte Consulting.  Based on that review and reevaluation, the Audit Committee determined that the relationship with Deloitte and Deloitte Consulting did not jeopardize the independence of the independent auditors.  In addition, based on the critical nature of the information systems implementation work already in process with Deloitte Consulting, the Committee determined that changing consulting firms for this work before its completion would significantly increase the risk of not being able to successfully complete the project.  After a thorough review of the facts, and upon receiving concurrence from both outside and inside legal counsel, the Audit Committee determined that it was in the Company’s best interest to complete the engagement with Deloitte Consulting.  All Deloitte Consulting work was completed prior to May 6, 2004, in compliance with the transition period allowed under the Sarbanes-Oxley Act and SEC rules.

9


Going forward, the Audit Committee expects that the Company will not engage Deloitte Consulting for any future consulting services as long as it remains associated with Deloitte and as long as Deloitte remains the Company’s independent registered public accounting firm.

This excerpt taken from the ROST DEF 14A filed Apr 14, 2005.

Summary of Audit, Audit-Related, Tax and All Other Fees

The Audit Committee reviews and approves all proposed audit and non-audit engagements and related fees of Deloitte.  In addition, any audit and non-audit fees for newly proposed professional services that arise during the year, or changes to previously approved fees and work, are reviewed and approved in advance of commencement of such services by the Audit Committee at their regularly scheduled meetings throughout the fiscal year.  Should a situation arise that requires approval between meetings, the Audit Committee has delegated authority to its Chairman to authorize such pre-approval and report on same at the following regularly scheduled meeting.

8


The following table summarizes the aggregate fees billed by Deloitte for professional services to the Company rendered during fiscal 2004 and 2003.

Fees

 

Fiscal Year 2004

 

Fiscal Year 2003

 


 


 


 

Audit Fees

 

$

1,096,000

 

$

459,000

 

Audit-Related Fees

 

 

205,000

 

 

89,000

 

Tax Fees

 

 

 

 

 

 

 

Tax Compliance Fees

 

 

568,000

 

 

666,000

 

Other Tax Services

 

 

340,000

 

 

1,119,000

 

All Other Fees

 

 

1,304,000

 

 

12,769,000

 

Total Fees

 

$

3,513,000

 

$

15,102,000

 

Audit Fees in fiscal 2004 and 2003 included fees related to the audit of the financial statements included in the Company’s Annual Report on Form 10-K, reviews of the financial statements included in Quarterly Reports on Form 10-Q and Sarbanes-Oxley compliance services.  Audit-Related Fees were for consultation on accounting standards or transactions and audits of employee benefit plans and Sarbanes-Oxley advisory services.  Tax Fees were for tax-related services, including tax compliance services (preparation of the Company’s tax returns and tax representation services), and other tax services (research and assistance with tax matters, performance of a strategic tax review, and assistance with other tax-related issues).  All Other Fees were primarily for professional services rendered by Deloitte Consulting, an entity separate from but affiliated with Deloitte, during the first quarter of 2004 and during fiscal 2003 in connection with the implementation of new merchandising, warehousing and store information technology systems and the business process changes associated with this effort.  All of the services reflected in the table were pre-approved by the Audit Committee.

The information systems work performed for the Company by Deloitte Consulting was a significant, multi-year project that was contracted for in early 2002, prior to the adoption of the Sarbanes-Oxley Act and related Securities and Exchange Commission (“SEC”) rules, which subsequently imposed significant limitations on the use by a public company of its independent audit firm to perform various consulting services, due to the potential for conflicts of interest. The SEC rules continue to permit the use of such firms for certain types of consulting work, provided the work is pre-approved by the Company’s audit committee.  In February 2002, prior to the approval and commencement of the information systems consulting work with Deloitte Consulting, the Audit Committee undertook a review of the relationship of Deloitte Consulting to Deloitte, and the potential effect of this consulting project on the independence of Deloitte.  As part of that review process, Deloitte advised the Company and the Audit Committee that Deloitte Consulting planned to separate from Deloitte as soon as practicable.  The Company and the Audit Committee were also assured that, in the interim, Deloitte Consulting was already a separate entity from Deloitte, not sharing employees, leadership, or profits.  In particular, the Audit Committee was advised that there has been no monetary exchange between Deloitte and Deloitte Consulting as a result of these non-audit services.  At that time, it was decided to engage Deloitte Consulting for the project, with an expected implementation period from 2002 through early 2004. 

In late March 2003, Deloitte and Deloitte Consulting advised the Company and publicly announced that they had abandoned their plans to separate.  Based on this new information, the Audit Committee determined that it needed to reevaluate the Company’s relationship with both Deloitte and Deloitte Consulting.  Based on that review and reevaluation, the Audit Committee determined that the relationship with Deloitte and Deloitte Consulting did not jeopardize the independence of the independent auditors.  In addition, based on the critical nature of the information systems implementation work already in process with Deloitte Consulting, the Committee determined that changing consulting firms for this work before its completion would significantly increase the risk of not being able to successfully complete the project.  After a thorough review of the facts, and upon receiving concurrence from both outside and inside legal counsel, the Audit Committee determined that it was in the Company’s best interest to complete the engagement with Deloitte Consulting.  All Deloitte Consulting work was completed prior to May 6, 2004, in compliance with the transition period allowed under the Sarbanes-Oxley Act and SEC rules.

9


Going forward, the Audit Committee expects that the Company will not engage Deloitte Consulting for any future consulting services as long as it remains associated with Deloitte and as long as Deloitte remains the Company’s independent auditors.

Deloitte has confirmed to the Audit Committee that the non-audit consulting work described above has not jeopardized the independent status of Deloitte in their audit of the Company’s financial statements for the year ended January 29, 2005. 

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