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This excerpt taken from the SWN DEF 14A filed Mar 30, 2009. III. Audit
Services
Although the fee levels for the annual Audit services engagement
are included as items 1 and 2 on Appendix A to this
Policy, the actual Audit services engagement terms and fees will
be subject to the specific pre-approval of the Audit Committee
as set forth in an engagement letter executed by the chairman of
the Audit Committee and the independent auditor. Audit services
shall include the annual financial statement audit (including
required quarterly reviews) and other procedures required to be
performed by the independent auditor to be able to form an
opinion on
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the Company’s consolidated financial statements and on the
Company’s internal controls for financial reporting, and
may include subsidiary audits and equity investment audits.
These other procedures include information systems and
procedural reviews and testing performed in order to understand
and place reliance on the systems of internal control, and
consultations relating to the audit or quarterly reviews. The
Audit Committee will monitor the Audit services engagement as
necessary, but no less than on a quarterly basis, and will also
approve, if necessary, any changes in terms, conditions and fees
resulting from changes in audit scope, Company structure or
other items.
In addition to the annual Audit services engagement approved by
the Audit Committee, the Audit Committee may grant pre-approval
to other Audit services, which are those services that only the
independent auditor reasonably can provide. Other Audit services
may include statutory audits or financial audits for
subsidiaries or affiliates of the Company and services
associated with SEC registration statements, periodic reports
and other documents filed with the SEC or other documents issued
in connection with securities offerings.
The Audit Committee has pre-approved the Audit services
identified as items 3, 4 and 5 on Appendix A. All
other Audit services not listed on Appendix A must be
separately pre-approved by the Audit Committee.
Audit-related services are assurance and related services that
are reasonably related to the performance of the audit or review
of the Company’s financial statements and that are
traditionally performed by the independent auditor. Because the
Audit Committee believes that the provision of Audit-related
services does not impair the independence of the auditor and is
consistent with the SEC’s rules on auditor independence,
the Audit Committee may grant pre-approval to Audit-related
services. Audit-related services include, among others, due
diligence services pertaining to potential business
acquisitions/dispositions; accounting consultations related to
accounting, financial reporting or disclosure matters not
classified as “Audit services”; assistance with
understanding and implementing new accounting and financial
reporting guidance from rulemaking authorities; financial audits
of employee benefit plans;
agreed-upon
or expanded audit procedures related to accounting
and/or
billing records required to respond to or comply with financial,
accounting or regulatory reporting matters; and assistance with
internal control reporting requirements.
The Audit Committee has pre-approved the Audit-related services
on Appendix B. All other Audit-related services not listed
on Appendix B must be separately pre-approved by the Audit
Committee.
The Audit Committee believes that the independent auditor can
provide Tax services to the Company such as tax compliance, tax
planning and tax advice without impairing the auditor’s
independence, and the SEC has stated that the independent
auditor may provide such services. Therefore, the Audit
Committee believes it may grant pre-approval to those Tax
services that have historically been provided by the auditor,
that the Audit Committee has reviewed and believes would not
impair the independence of the auditor, and that are consistent
with the SEC’s rules on auditor independence. The Audit
Committee will not permit the retention of the independent
auditor in connection with a transaction initially recommended
by the independent auditor, the sole business purpose of which
may be tax avoidance and the tax treatment of which may not be
supported in the Internal Revenue Code and related regulations.
The Audit Committee will consult with the Controller or outside
counsel to determine that the tax planning and reporting
positions are consistent with this policy.
Pursuant to the preceding paragraph, the Audit Committee has
pre-approved the Tax services on Appendix C. All Tax
services involving large and complex transactions not listed on
Appendix C must be separately pre-approved by the Audit
Committee, including: tax services proposed to be provided by
the independent auditor to any executive officer or director of
the Company, in his or her individual capacity, where such
services are paid for by the Company.
The Audit Committee believes, based on the SEC’s rules
prohibiting the independent auditor from providing specific
non-audit services, that other types of non-audit services are
permitted. Accordingly, the Audit Committee
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believes it may grant pre-approval to those permissible
non-audit services classified as “All Other” services
that it believes are routine and recurring services, would not
impair the independence of the auditor and are consistent with
the SEC’s rules on auditor independence.
The Audit Committee has not yet pre-approved any services in the
“All Other” category. At such time (if ever) that the
Audit Committee elects to pre-approve any such services by the
independent auditor, the same shall be described on
Appendix D. Permissible “All Other” services not
listed on Appendix D must be separately pre-approved by the
Audit Committee.
A list of the SEC’s prohibited non-audit services is
attached to this policy as Exhibit 1. The SEC’s rules
and relevant guidance should be consulted to determine the
precise definitions of these services and the applicability of
exceptions to certain of the prohibitions.
This excerpt taken from the SWN DEF 14A filed Mar 27, 2008. III. Audit
Services
Although the fee levels for the annual Audit services engagement
are included as items 1 and 2 on Appendix A to this
Policy, the actual Audit services engagement terms and fees will
be subject to the specific pre-approval of the Audit Committee
as set forth in an engagement letter executed by the chairman of
the Audit Committee and the independent auditor. Audit services
shall include the annual financial statement audit (including
required quarterly reviews) and other procedures required to be
performed by the independent auditor to be able to form an
opinion on
Table of Contents
the Company’s consolidated financial statements and on the
Company’s internal controls for financial reporting, and
may include subsidiary audits and equity investment audits.
These other procedures include information systems and
procedural reviews and testing performed in order to understand
and place reliance on the systems of internal control, and
consultations relating to the audit or quarterly reviews. The
Audit Committee will monitor the Audit services engagement as
necessary, but no less than on a quarterly basis, and will also
approve, if necessary, any changes in terms, conditions and fees
resulting from changes in audit scope, Company structure or
other items.
In addition to the annual Audit services engagement approved by
the Audit Committee, the Audit Committee may grant pre-approval
to other Audit services, which are those services that only the
independent auditor reasonably can provide. Other Audit services
may include statutory audits or financial audits for
subsidiaries or affiliates of the Company and services
associated with SEC registration statements, periodic reports
and other documents filed with the SEC or other documents issued
in connection with securities offerings.
The Audit Committee has pre-approved the Audit services
identified as items 3, 4 and 5 on Appendix A. All
other Audit services not listed on Appendix A must be
separately pre-approved by the Audit Committee.
Audit-related services are assurance and related services that
are reasonably related to the performance of the audit or review
of the Company’s financial statements and that are
traditionally performed by the independent auditor. Because the
Audit Committee believes that the provision of Audit-related
services does not impair the independence of the auditor and is
consistent with the SEC’s rules on auditor independence,
the Audit Committee may grant pre-approval to Audit-related
services. Audit-related services include, among others, due
diligence services pertaining to potential business
acquisitions/dispositions; accounting consultations related to
accounting, financial reporting or disclosure matters not
classified as “Audit services”; assistance with
understanding and implementing new accounting and financial
reporting guidance from rulemaking authorities; financial audits
of employee benefit plans;
agreed-upon
or expanded audit procedures related to accounting
and/or
billing records required to respond to or comply with financial,
accounting or regulatory reporting matters; and assistance with
internal control reporting requirements.
The Audit Committee has pre-approved the Audit-related services
on Appendix B. All other Audit-related services not listed
on Appendix B must be separately pre-approved by the Audit
Committee.
The Audit Committee believes that the independent auditor can
provide Tax services to the Company such as tax compliance, tax
planning and tax advice without impairing the auditor’s
independence, and the SEC has stated that the independent
auditor may provide such services. Therefore, the Audit
Committee believes it may grant pre-approval to those Tax
services that have historically been provided by the auditor,
that the Audit Committee has reviewed and believes would not
impair the independence of the auditor, and that are consistent
with the SEC’s rules on auditor independence. The Audit
Committee will not permit the retention of the independent
auditor in connection with a transaction initially recommended
by the independent auditor, the sole business purpose of which
may be tax avoidance and the tax treatment of which may not be
supported in the Internal Revenue Code and related regulations.
The Audit Committee will consult with the Controller or outside
counsel to determine that the tax planning and reporting
positions are consistent with this policy.
Pursuant to the preceding paragraph, the Audit Committee has
pre-approved the Tax services on Appendix C. All Tax
services involving large and complex transactions not listed on
Appendix C must be separately pre-approved by the Audit
Committee, including: tax services proposed to be provided by
the independent auditor to any executive officer or director of
the Company, in his or her individual capacity, where such
services are paid for by the Company.
Table of Contents
The Audit Committee believes, based on the SEC’s rules
prohibiting the independent auditor from providing specific
non-audit services, that other types of non-audit services are
permitted. Accordingly, the Audit Committee believes it may
grant pre-approval to those permissible non-audit services
classified as “All Other” services that it believes
are routine and recurring services, would not impair the
independence of the auditor and are consistent with the
SEC’s rules on auditor independence.
The Audit Committee has not yet pre-approved any services in the
“All Other” category. At such time (if ever) that the
Audit Committee elects to pre-approve any such services by the
independent auditor, the same shall be described on
Appendix D. Permissible “All Other” services not
listed on Appendix D must be separately pre-approved by the
Audit Committee.
A list of the SEC’s prohibited non-audit services is
attached to this policy as Exhibit 1. The SEC’s rules
and relevant guidance should be consulted to determine the
precise definitions of these services and the applicability of
exceptions to certain of the prohibitions.
This excerpt taken from the SWN DEF 14A filed Mar 30, 2006. III. Audit Services
Although the fee levels for the annual Audit services engagement are included as items 1 and 2 on Appendix A to this Policy, the actual Audit services engagement terms and fees will be subject to the specific
A-i
Table of Contentspre-approval of the Audit Committee as set forth in an engagement letter executed by the chairman of the Audit Committee and the independent auditor. Audit services shall include the annual financial statement audit (including required quarterly reviews) and other procedures required to be performed by the independent auditor to be able to form an opinion on the Company’s consolidated financial statements, and may include subsidiary audits and equity investment audits. These other procedures include information systems and procedural reviews and testing performed in order to understand and place reliance on the systems of internal control, and consultations relating to the audit or quarterly reviews. Audit services also include the attestation engagement for the independent auditor’s report on management’s report on internal controls for financial reporting. The Audit Committee will monitor the Audit services engagement as necessary, but no less than on a quarterly basis, and will also approve, if necessary, any changes in terms, conditions and fees resulting from changes in audit scope, Company structure or other items.
In addition to the annual Audit services engagement approved by the Audit Committee, the Audit Committee may grant pre-approval to other Audit services, which are those services that only the independent auditor reasonably can provide. Other Audit services may include statutory audits or financial audits for subsidiaries or affiliates of the Company and services associated with SEC registration statements, periodic reports and other documents filed with the SEC or other documents issued in connection with securities offerings.
The Audit Committee has pre-approved the Audit services identified as items 3, 4 and 5 on Appendix A. All other Audit services not listed on Appendix A must be separately pre-approved by the Audit Committee.
This excerpt taken from the SWN DEF 14A filed Mar 28, 2005. III. Audit Services
Although the fee levels for the annual Audit services engagement are included as items 1 and 2 on Appendix A to this Policy, the actual Audit services engagement terms and fees will be subject to the specific pre-approval of the Audit Committee as set forth in an engagement letter executed by the chairman of the Audit Committee and the independent auditor. Audit services shall include the annual financial statement audit (including required quarterly reviews) and other procedures required to be performed by the independent auditor to be able to form an opinion on the Company’s consolidated financial statements, and may include subsidiary audits and equity investment audits. These other procedures include information systems and procedural reviews and testing performed in order to understand and place reliance on the systems of internal control, and consultations relating to the audit or quarterly reviews. Audit services also include the attestation engagement for the independent auditor’s report on management’s report on internal controls for financial reporting. The Audit Committee will monitor the Audit services engagement as necessary, but no less than on a quarterly basis, and will also approve, if necessary, any changes in terms, conditions and fees resulting from changes in audit scope, Company structure or other items.
In addition to the annual Audit services engagement approved by the Audit Committee, the Audit Committee may grant pre-approval to other Audit services, which are those services that only the independent auditor reasonably can provide. Other Audit services may include statutory audits or financial audits for subsidiaries or affiliates of the Company and services associated with SEC registration statements, periodic reports and other documents filed with the SEC or other documents issued in connection with securities offerings.
The Audit Committee has pre-approved the Audit services identified as items 3, 4 and 5 on Appendix A. All other Audit services not listed on Appendix A must be separately pre-approved by the Audit Committee.
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