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This excerpt taken from the VLKAY 10-K filed Mar 22, 2010. Pre-Approval of Services We do not have an audit committee. As a result, our board of directors performs the duties of an audit committee. Our board of directors evaluates and approves in advance the scope and cost of the engagement of an auditor before the auditor renders the audit and non-audit services. We do not rely on pre-approval policies and procedures. This excerpt taken from the VLKAY DEF 14A filed Feb 25, 2010. Pre-Approval
of Services
The Audit Committee pre-approves all services, including both
audit and non-audit services, provided by our independent
registered public accounting firm. For audit services (including
statutory audit engagements as required under local country
laws), each year our independent registered public accounting
firm provides the Audit Committee with an engagement letter
outlining the scope of the audit services proposed to be
performed during the year, which must be accepted by the Audit
Committee before the audit commences. Our independent registered
public accounting firm also submits an audit services fee
proposal, which also must be approved by the Audit Committee
before the audit commences.
Each year, management also submits to the Audit Committee a list
of non-audit services that it recommends the independent
registered public accounting firm be engaged to provide and an
estimate of the fees to be paid for each. Management and the
independent registered public accounting firm must each confirm
to the Audit Committee that the performance of the non-audit
services on the list would not compromise the independence of
our registered public accounting firm and would be permissible
under applicable legal requirements. The Audit Committee must
approve both the list of non-audit services and the budget for
each such service before commencement of the work. Our
management and our independent registered public accounting firm
report to the Audit Committee at each of its regular meetings as
to the non-audit services actually provided by the independent
registered public accounting firm and the approximate fees
incurred by Ciena for those services.
To ensure prompt handling of unexpected matters, the Audit
Committee has authorized its Chairperson to amend or modify the
list of approved permissible non-audit services and fees. If the
Chairperson exercises this delegation of authority, she reports
the action taken to the Audit Committee at its next regular
meeting.
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