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SMG » Topics » Policy Statement

This excerpt taken from the SMG DEF 14A filed Dec 19, 2008.
Policy Statement
 
All services provided by the independent registered public accounting firm, both audit and non-audit, must be pre-approved by the Audit Committee or a designated member of the Audit Committee (“Designated Member”). Pre-approval may be of classes of permitted services, such as “audit services,” “merger and acquisition due diligence services” or similar broadly defined predictable or recurring services. Such classes of services could include the following illustrative examples:
 
  •  Audits of the Company’s financial statements required by law, the SEC, lenders, statutory requirements, regulators and others.
 
  •  Consents, comfort letters, reviews of registration statements and similar services that incorporate or include financial statements of the Company.
 
  •  Employee benefit plan audits.
 
  •  Tax compliance and related support for any tax returns filed by the Company.
 
  •  Tax planning and support.
 
  •  Merger and acquisition due diligence services.
 
  •  Internal control reviews.
 
The Audit Committee may choose to establish fee thresholds for pre-approved services (for example: “merger and acquisition due diligence services with fees not to exceed $100,000 without additional pre-approval from the Audit Committee”).
 
The Audit Committee may delegate to a Designated Member, who must satisfy the applicable independence requirements set forth in the NYSE Rules, the authority to grant pre-approvals of permitted services, or classes of permitted services, to be provided by the independent registered public accounting firm. Any decision by a Designated Member to pre-approve a permitted service shall be reported to the Audit Committee at its next regularly scheduled meeting.
 
All fees (audit, audit-related, tax and other) paid to the independent registered public accounting firm will be disclosed in the Company’s annual proxy statement in accordance with applicable SEC Rules.


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Table of Contents

This excerpt taken from the SMG DEF 14A filed Dec 20, 2007.
Policy Statement
 
All services provided by the independent registered public accounting firm, both audit and non-audit, must be pre-approved by the Audit Committee or a designated member of the Audit Committee (“Designated Member”). Pre-approval may be of classes of permitted services, such as “audit services,” “merger and acquisition due diligence services” or similar broadly defined predictable or recurring services. Such classes of services could include the following illustrative examples:
 
  •  Audits of the Company’s financial statements required by law, the SEC, lenders, statutory requirements, regulators and others.
 
  •  Consents, comfort letters, reviews of registration statements and similar services that incorporate or include financial statements of the Company.
 
  •  Employee benefit plan audits.
 
  •  Tax compliance and related support for any tax returns filed by the Company.
 
  •  Tax planning and support.
 
  •  Merger and acquisition due diligence services.
 
  •  Internal control reviews.
 
The Audit Committee may choose to establish fee thresholds for pre-approved services, for example: “merger and acquisition due diligence services with fees not to exceed $100,000 without additional pre-approval from the Audit Committee.”
 
The Audit Committee may delegate to a Designated Member, who must be independent as defined under the rules and listing standards of NYSE, the authority to grant pre-approvals of permitted services, or classes of permitted services, to be provided by the independent registered public accounting firm. The decisions of a Designated Member to pre-approve a permitted service shall be reported to the Audit Committee at each of its regularly scheduled meetings.
 
All fees (audit, audit-related, tax and other) paid to the independent registered public accounting firm will be disclosed in the Company’s annual proxy statement in accordance with applicable SEC Rules.
 
This excerpt taken from the SMG DEF 14A filed Dec 20, 2006.
Policy Statement
 
All services provided by the independent registered public accounting firm, both audit and non-audit, must be pre-approved by the Audit Committee or a designated member of the Audit Committee (“Designated Member”). Pre-approval may be of classes of permitted services, such as “audit services,” “merger and acquisition due diligence services” or similar broadly defined predictable or recurring services. Such classes of services could include the following illustrative examples:
 
  •  Audits of the Company’s financial statements required by law, the SEC, lenders, statutory requirements, regulators and others.
 
  •  Consents, comfort letters, reviews of registration statements and similar services that incorporate or include financial statements of the Company.
 
  •  Employee benefit plan audits.
 
  •  Tax compliance and related support for any tax returns filed by the Company.
 
  •  Tax planning and support.
 
  •  Merger and acquisition due diligence services.
 
  •  Internal control reviews.
 
The Audit Committee may choose to establish fee thresholds for pre-approved services, for example: “merger and acquisition due diligence services with fees not to exceed $100,000 without additional pre-approval from the Audit Committee.”
 
The Audit Committee may delegate to a Designated Member, who must be independent as defined under the rules and listing standards of NYSE, the authority to grant pre-approvals of permitted services, or classes of permitted services, to be provided by the independent registered public accounting firm. The decisions of a Designated Member to pre-approve a permitted service shall be reported to the Audit Committee at each of its regularly scheduled meetings.
 
All fees (audit, audit-related, tax and other) paid to the independent registered public accounting firm will be disclosed in the Company’s annual proxy statement in accordance with applicable SEC Rules.
 

EXCERPTS ON THIS PAGE:

DEF 14A
Dec 19, 2008
DEF 14A
Dec 20, 2007
DEF 14A
Dec 20, 2006

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