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This excerpt taken from the VLG DEF 14A filed Oct 2, 2006. Audit
Committee Pre-Approval Policies and Procedures
The Audit and Finance Committee is responsible for appointing,
setting compensation for and overseeing the work of the
independent auditors. The Audit and Finance Committee has
established a policy for pre-approving the services provided by
the Company’s independent auditors in accordance with the
auditor independence rules of the SEC. This policy requires the
review and pre-approval by the Audit and Finance Committee of
all audit and permissible non-audit services provided by the
independent auditors and an annual review of the financial plan
for audit fees.
To ensure that auditor independence is maintained, the Audit and
Finance Committee annually pre-approves the audit services to be
provided by the independent auditors and the related estimated
fees for such services, as well as the nature and extent of
specific types of audit-related, tax and other non-audit
services to be provided by the independent auditors during the
year.
As the need arises, other specific permitted services are
pre-approved on a
case-by-case
basis during the year. A request for pre-approval of services on
a
case-by-case
basis must be submitted by the Company’s Chief Financial
Officer, providing information as to the nature of the
particular service to be provided, estimated related fees and
management’s assessment of the impact of the service on the
auditor’s independence. The Audit and Finance Committee has
delegated to its Chairman pre-approval authority between
meetings of the Audit and Finance Committee. Any pre-approvals
made by the Chairman must be reported to the Audit and Finance
Committee. The Audit and Finance Committee will not delegate to
management the pre-approval of services to be performed by the
independent auditors.
All of the services provided by the independent auditors in
fiscal 2006, including services related to the Audit-Related
Fees and Tax Fees described above, were approved by the Audit
and Finance Committee under its pre-approval policies. None of
the services provided by the independent auditors in fiscal 2006
were rendered pursuant to the “de minimis” safe harbor
exception from the pre-approval requirements of the auditor
independence rules of the SEC.
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