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WBMD » Topics » Audit Committee Review of Related Party Transactions

These excerpts taken from the WBMD 10-K filed Apr 30, 2009.
Audit Committee Review of Related Party Transactions
 
Under our company’s Code of Business Conduct, directors and executive officers are required to disclose to our General Counsel or our Compliance Officer any transactions or relationships they are involved in that present or may present a conflict of interest with our company, including those that would be required to be disclosed as a related party transaction under applicable SEC rules. Under our Code of Business Conduct and the Audit Committee Charter, the Audit Committee has authority to determine whether to approve or ratify such transactions and relationships on behalf of our company, other than transactions between HLTH and WebMD which, as described below, are overseen by the Related Parties Committee of the Board. The Audit Committee considers whether to ratify or approve such transactions and relationships on a case-by-case basis, rather than pursuant to a general policy.
 
If not disclosed to the Audit Committee or if, after disclosure, not ratified or approved by the Audit Committee, a transaction or relationship presenting a conflict of interest or potential conflict of interest between a director or executive officer and our company may violate our Code of Business Conduct and other


50

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company policies. When reviewing such a relationship or transaction, the Audit Committee will examine the terms of the transaction to determine how close they are to terms that would be likely to be found in a similar arms’-length transaction and, if not, whether they are otherwise reasonable and fair to WebMD. In addition, the Audit Committee will consider the nature of the related party’s interest in the transaction and the significance of the transaction to the related party. If the transaction involves a non-employee director, the Audit Committee may also consider whether the transaction would compromise the director’s independence. The Audit Committee may condition its ratification or approval of a transaction or relationship on imposition of specified limitations on the transaction or relationship or specific monitoring requirements on an ongoing basis.
 
In the case of transactions and relationships between WebMD and HLTH, our Board has delegated ongoing authority to ratify, approve and monitor them to the Related Parties Committee of the Board. See “Corporate Governance — Committees of the Board of Directors — Related Parties Committee” in Item 10 above. The Related Parties Committee of the WebMD Board consists solely of non-employee directors who are not also directors of HLTH. HLTH has a similar committee with authority to ratify, approve and monitor those transactions and relationships on its behalf, consisting solely of non-employee directors who are not also directors of WebMD.


51

Table of Contents

 
Item 14.   Principal Accountant Fees and Services
 
In addition to retaining Ernst & Young LLP to audit our consolidated financial statements for 2008 and 2007 and to review our quarterly financial statements during those years, we retained Ernst & Young to provide certain related services. The fees for Ernst & Young’s services to WebMD were:
 
                 
Type of Fees
  2008     2007  
 
Audit Fees
  $ 800,000     $ 850,000  
Audit-Related Fees
    —       —  
Tax Fees
    18,034       9,990  
All Other Fees
    —       —  
                 
Total Fees
  $ 818,034     $ 859,990  
                 
 
In the above table, in accordance with applicable SEC rules:
 
  •  “audit fees” included: (a) fees for professional services (i) for the audit of the consolidated financial statements for that fiscal year, and (ii) for review of the consolidated financial statements included in our Quarterly Reports on Form 10-Q filed during that fiscal year; (b) fees for the audit of internal control over financial reporting for that fiscal year; and (c) fees for services that are normally provided by the principal accountant in connection with statutory and regulatory filings or engagements for that year;
 
  •  “tax fees” for consisted of fees for assistance in the preparation of certain tax returns.
 
None of these services was provided pursuant to a waiver of the requirement that such services be pre-approved by the Audit Committee of our Board of Directors. The Audit Committee has determined that the provision by Ernst & Young of non-audit services to us in 2008 is compatible with Ernst & Young maintaining their independence.
 
The Audit Committee considers whether to pre-approve audit and permissible non-audit services and fees on a case-by-case basis, rather than pursuant to a general policy, with the exception of acquisition-related due diligence engagements, which have been pre-approved by the Audit Committee and are subject to monitoring by the Chairman of the Audit Committee. To ensure prompt handling of unexpected matters, the Audit Committee has delegated to its Chairman the authority to pre-approve audit and permissible non-audit services and fees and to amend or modify pre-approvals that have been granted by the entire Audit Committee. A report of any such actions taken by the Chairman is provided to the Audit Committee at the next Audit Committee meeting.


52

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Audit
Committee Review of Related Party Transactions


 



Under our company’s Code of Business Conduct, directors and
executive officers are required to disclose to our General
Counsel or our Compliance Officer any transactions or
relationships they are involved in that present or may present a
conflict of interest with our company, including those that
would be required to be disclosed as a related party transaction
under applicable SEC rules. Under our Code of Business Conduct
and the Audit Committee Charter, the Audit Committee has
authority to determine whether to approve or ratify such
transactions and relationships on behalf of our company, other
than transactions between HLTH and WebMD which, as described
below, are overseen by the Related Parties Committee of the
Board. The Audit Committee considers whether to ratify or
approve such transactions and relationships on a
case-by-case
basis, rather than pursuant to a general policy.


 



If not disclosed to the Audit Committee or if, after disclosure,
not ratified or approved by the Audit Committee, a transaction
or relationship presenting a conflict of interest or potential
conflict of interest between a director or executive officer and
our company may violate our Code of Business Conduct and other





50




Table of Contents






company policies. When reviewing such a relationship or
transaction, the Audit Committee will examine the terms of the
transaction to determine how close they are to terms that would
be likely to be found in a similar arms’-length transaction
and, if not, whether they are otherwise reasonable and fair to
WebMD. In addition, the Audit Committee will consider the nature
of the related party’s interest in the transaction and the
significance of the transaction to the related party. If the
transaction involves a non-employee director, the Audit
Committee may also consider whether the transaction would
compromise the director’s independence. The Audit Committee
may condition its ratification or approval of a transaction or
relationship on imposition of specified limitations on the
transaction or relationship or specific monitoring requirements
on an ongoing basis.


 



In the case of transactions and relationships between WebMD and
HLTH, our Board has delegated ongoing authority to ratify,
approve and monitor them to the Related Parties Committee of the
Board. See “Corporate Governance — Committees of
the Board of Directors — Related Parties
Committee” in Item 10 above. The Related Parties
Committee of the WebMD Board consists solely of non-employee
directors who are not also directors of HLTH. HLTH has a similar
committee with authority to ratify, approve and monitor those
transactions and relationships on its behalf, consisting solely
of non-employee directors who are not also directors of WebMD.





51




Table of Contents










 















Item 14.  
Principal
Accountant Fees and Services


 



In addition to retaining Ernst & Young LLP to audit
our consolidated financial statements for 2008 and 2007 and to
review our quarterly financial statements during those years, we
retained Ernst & Young to provide certain related
services. The fees for Ernst & Young’s services
to WebMD were:


 









































































































                 


Type of Fees


 

2008

 

 

2007

 
 


Audit Fees


 

$

800,000

 

 

$

850,000

 


Audit-Related Fees


 

 

—

 

 

 

—

 


Tax Fees


 

 

18,034

 

 

 

9,990

 


All Other Fees


 

 

—

 

 

 

—

 

 

 

 

 

 

 

 

 

 


Total Fees


 

$

818,034

 

 

$

859,990

 

 

 

 

 

 

 

 

 

 






 



In the above table, in accordance with applicable SEC rules:


 


























  • 
“audit fees” included: (a) fees for professional
services (i) for the audit of the consolidated financial
statements for that fiscal year, and (ii) for review of the
consolidated financial statements included in our Quarterly
Reports on
Form 10-Q
filed during that fiscal year; (b) fees for the audit of
internal control over financial reporting for that fiscal year;
and (c) fees for services that are normally provided by the
principal accountant in connection with statutory and regulatory
filings or engagements for that year;
 
  • 
“tax fees” for consisted of fees for assistance in the
preparation of certain tax returns.


 



None of these services was provided pursuant to a waiver of the
requirement that such services be pre-approved by the Audit
Committee of our Board of Directors. The Audit Committee has
determined that the provision by Ernst & Young of
non-audit services to us in 2008 is compatible with
Ernst & Young maintaining their independence.


 



The Audit Committee considers whether to pre-approve audit and
permissible non-audit services and fees on a
case-by-case
basis, rather than pursuant to a general policy, with the
exception of acquisition-related due diligence engagements,
which have been pre-approved by the Audit Committee and are
subject to monitoring by the Chairman of the Audit Committee. To
ensure prompt handling of unexpected matters, the Audit
Committee has delegated to its Chairman the authority to
pre-approve audit and permissible non-audit services and fees
and to amend or modify pre-approvals that have been granted by
the entire Audit Committee. A report of any such actions taken
by the Chairman is provided to the Audit Committee at the next
Audit Committee meeting.





52




Table of Contents










 




This excerpt taken from the WBMD DEF 14A filed Nov 5, 2008.
Audit Committee Review of Related Party Transactions
 
Under WebMD’s Code of Business Conduct, directors and executive officers are required to disclose to WebMD’s General Counsel or Compliance Officer any transactions or relationships they are involved in that present or may present a conflict of interest with WebMD, including those that would be required to be disclosed as a related party transaction under applicable SEC rules. Under WebMD’s Code of Business Conduct and the Audit Committee Charter, the Audit Committee has authority to determine whether to approve or ratify such transactions and relationships on behalf of WebMD, other than transactions between HLTH and WebMD which, as described below, are overseen by the Related Parties Committee of the board. The Audit Committee considers whether to ratify or approve such transactions and relationships on a case-by-case basis, rather than pursuant to a general policy.
 
If not disclosed to the Audit Committee or if, after disclosure, not ratified or approved by the Audit Committee, a transaction or relationship presenting a conflict of interest or potential conflict of interest between a director or executive officer and WebMD may violate WebMD’s Code of Business Conduct and other company policies. When reviewing such a relationship or transaction, the Audit Committee will examine the terms of the transaction to determine how close they are to terms that would be likely to be found in a similar arm’s-length transaction and, if not, whether they are otherwise reasonable and fair to WebMD. In


48

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addition, the Audit Committee will consider the nature of the related party’s interest in the transaction and the significance of the transaction to the related party. If the transaction involves a non-employee director, the Audit Committee may also consider whether the transaction would compromise the director’s independence. The Audit Committee may condition its ratification or approval of a transaction or relationship on imposition of specified limitations on the transaction or relationship or specific monitoring requirements on an ongoing basis.
 
In the case of transactions and relationships between WebMD and HLTH, WebMD’s board has delegated ongoing authority to ratify, approve and monitor them to the Related Parties Committee of the board. See “Corporate Governance — Committees of the Board of Directors — Related Parties Committee” above. The Related Parties Committee of the WebMD board consists solely of non-employee directors who are not also directors of HLTH. HLTH has a similar committee with authority to ratify, approve and monitor those transactions and relationships on its behalf, consisting solely of non-employee directors who are not also directors of WebMD.


49

Table of Contents

 
These excerpts taken from the WBMD 10-K filed Apr 29, 2008.
Audit Committee Review of Related Party Transactions
 
Under our company’s Code of Business Conduct, directors and executive officers are required to disclose to our General Counsel or our Compliance Officer any transactions or relationships they are involved in that present or may present a conflict of interest with our company, including those that would be required to be disclosed as a related party transaction under applicable SEC rules. Under our Code of Business Conduct and the Audit Committee Charter, the Audit Committee has authority to determine whether to approve or ratify such transactions and relationships on behalf of our company, other than transactions between HLTH and WebMD which, as described below, are overseen by the Related Parties Committee of the Board. The Audit Committee considers whether to ratify or approve such transactions and relationships on a case-by-case basis, rather than pursuant to a general policy.
 
If not disclosed to the Audit Committee or if, after disclosure, not ratified or approved by the Audit Committee, a transaction or relationship presenting a conflict of interest or potential conflict of interest between a director or executive officer and our company may violate our Code of Business Conduct and other company policies. When reviewing such a relationship or transaction, the Audit Committee will examine the terms of the transaction to determine how close they are to terms that would be likely to be found in a similar arms’-length transaction and, if not, whether they are otherwise reasonable and fair to WebMD. In addition, the Audit Committee will consider the nature of the related party’s interest in the transaction and the significance of the transaction to the related party. If the transaction involves a non-employee director, the Audit Committee may also consider whether the transaction would compromise the director’s independence. The Audit Committee may condition its ratification or approval of a transaction or relationship on imposition of specified limitations on the transaction or relationship or specific monitoring requirements on an ongoing basis.
 
In the case of transactions and relationships between WebMD and HLTH, our Board has delegated ongoing authority to ratify, approve and monitor them to the Related Parties Committee of the Board. See “Corporate Governance — Committees of the Board of Directors — Related Parties Committee” in Item 10 above. The Related Parties Committee of the WebMD Board consists solely of non-employee directors who are not also directors of HLTH. HLTH has a similar committee with authority to ratify, approve and monitor those transactions and relationships on its behalf, consisting solely of non-employee directors who are not also directors of WebMD.


43

Table of Contents

 
Item 14.   Principal Accountant Fees and Services
 
In addition to retaining Ernst & Young LLP to audit our consolidated financial statements for 2007 and 2006 and to review our quarterly financial statements during those years, we retained Ernst & Young to provide certain related services. The fees for Ernst & Young’s services to WebMD were:
 
                 
Type of Fees
  2007     2006  
 
Audit Fees
  $ 850,000     $ 1,057,667  
Audit-Related Fees
    —       —  
Tax Fees
    9,990       9,990  
All Other Fees
    —       —  
                 
Total Fees
  $ 859,990     $ 1,067,657  
                 
 
In the above table, in accordance with applicable SEC rules:
 
  •  “audit fees” include: (a) fees billed for professional services (i) for the audit of the consolidated financial statements included in our Annual Report on Form 10-K for that fiscal year, and (ii) for review of the consolidated financial statements included in our Quarterly Reports on Form 10-Q filed during that fiscal year; (b) fees billed for the audit of internal control over financial reporting and, for 2006, of management’s assessment of internal control over financial reporting; and (c) fees billed for services that are normally provided by the principal accountant in connection with statutory and regulatory filings or engagements for that year;
 
  •  “tax fees” for 2006 and 2007 consisted of fees for assistance in the preparation of certain tax returns.
 
None of these services was provided pursuant to a waiver of the requirement that such services be pre-approved by the Audit Committee of our Board of Directors. The Audit Committee has determined that the provision by Ernst & Young of non-audit services to us in 2007 is compatible with Ernst & Young maintaining their independence.
 
The Audit Committee considers whether to pre-approve permissible non-audit services and fees on a case-by-case basis, rather than pursuant to a general policy, with the exception of acquisition-related due diligence engagements, which have been pre-approved by the Audit Committee and are subject to monitoring by the Chairman of the Audit Committee. To ensure prompt handling of unexpected matters, the Audit Committee has delegated to its Chairman the authority to pre-approve permissible non-audit services and fees and to amend or modify pre-approvals that have been granted by the entire Audit Committee. A report of any such actions taken by the Chairman is provided to the Audit Committee at the next Audit Committee meeting.


44

Table of Contents

 
Audit
Committee Review of Related Party Transactions


 



Under our company’s Code of Business Conduct, directors and
executive officers are required to disclose to our General
Counsel or our Compliance Officer any transactions or
relationships they are involved in that present or may present a
conflict of interest with our company, including those that
would be required to be disclosed as a related party transaction
under applicable SEC rules. Under our Code of Business Conduct
and the Audit Committee Charter, the Audit Committee has
authority to determine whether to approve or ratify such
transactions and relationships on behalf of our company, other
than transactions between HLTH and WebMD which, as described
below, are overseen by the Related Parties Committee of the
Board. The Audit Committee considers whether to ratify or
approve such transactions and relationships on a
case-by-case
basis, rather than pursuant to a general policy.


 



If not disclosed to the Audit Committee or if, after disclosure,
not ratified or approved by the Audit Committee, a transaction
or relationship presenting a conflict of interest or potential
conflict of interest between a director or executive officer and
our company may violate our Code of Business Conduct and other
company policies. When reviewing such a relationship or
transaction, the Audit Committee will examine the terms of the
transaction to determine how close they are to terms that would
be likely to be found in a similar arms’-length transaction
and, if not, whether they are otherwise reasonable and fair to
WebMD. In addition, the Audit Committee will consider the nature
of the related party’s interest in the transaction and the
significance of the transaction to the related party. If the
transaction involves a non-employee director, the Audit
Committee may also consider whether the transaction would
compromise the director’s independence. The Audit Committee
may condition its ratification or approval of a transaction or
relationship on imposition of specified limitations on the
transaction or relationship or specific monitoring requirements
on an ongoing basis.


 



In the case of transactions and relationships between WebMD and
HLTH, our Board has delegated ongoing authority to ratify,
approve and monitor them to the Related Parties Committee of the
Board. See “Corporate Governance — Committees of
the Board of Directors — Related Parties
Committee” in Item 10 above. The Related Parties
Committee of the WebMD Board consists solely of non-employee
directors who are not also directors of HLTH. HLTH has a similar
committee with authority to ratify, approve and monitor those
transactions and relationships on its behalf, consisting solely
of non-employee directors who are not also directors of WebMD.





43




Table of Contents










 















Item 14.  
Principal
Accountant Fees and Services


 



In addition to retaining Ernst & Young LLP to audit
our consolidated financial statements for 2007 and 2006 and to
review our quarterly financial statements during those years, we
retained Ernst & Young to provide certain related
services. The fees for Ernst & Young’s services
to WebMD were:


 









































































































                 


Type of Fees


 

2007

 

 

2006

 
 


Audit Fees


 

$

850,000

 

 

$

1,057,667

 


Audit-Related Fees


 

 

—

 

 

 

—

 


Tax Fees


 

 

9,990

 

 

 

9,990

 


All Other Fees


 

 

—

 

 

 

—

 

 

 

 

 

 

 

 

 

 


Total Fees


 

$

859,990

 

 

$

1,067,657

 

 

 

 

 

 

 

 

 

 






 



In the above table, in accordance with applicable SEC rules:


 


























  • 
“audit fees” include: (a) fees billed for
professional services (i) for the audit of the consolidated
financial statements included in our Annual Report on
Form 10-K
for that fiscal year, and (ii) for review of the
consolidated financial statements included in our Quarterly
Reports on
Form 10-Q
filed during that fiscal year; (b) fees billed for the
audit of internal control over financial reporting and, for
2006, of management’s assessment of internal control over
financial reporting; and (c) fees billed for services that
are normally provided by the principal accountant in connection
with statutory and regulatory filings or engagements for that
year;
 
  • 
“tax fees” for 2006 and 2007 consisted of fees for
assistance in the preparation of certain tax returns.


 



None of these services was provided pursuant to a waiver of the
requirement that such services be pre-approved by the Audit
Committee of our Board of Directors. The Audit Committee has
determined that the provision by Ernst & Young of
non-audit services to us in 2007 is compatible with
Ernst & Young maintaining their independence.


 



The Audit Committee considers whether to pre-approve permissible
non-audit services and fees on a
case-by-case
basis, rather than pursuant to a general policy, with the
exception of acquisition-related due diligence engagements,
which have been pre-approved by the Audit Committee and are
subject to monitoring by the Chairman of the Audit Committee. To
ensure prompt handling of unexpected matters, the Audit
Committee has delegated to its Chairman the authority to
pre-approve permissible non-audit services and fees and to amend
or modify pre-approvals that have been granted by the entire
Audit Committee. A report of any such actions taken by the
Chairman is provided to the Audit Committee at the next Audit
Committee meeting.





44




Table of Contents










 




This excerpt taken from the WBMD DEF 14A filed Aug 14, 2007.
Audit Committee Review of Related Party Transactions
 
Under our company’s Code of Business Conduct, directors and executive officers are required to disclose to our General Counsel or our Compliance Officer any transactions or relationships they are involved in that present or may present a conflict of interest with our company, including those that would be required to be disclosed as a related party transaction under applicable SEC rules. Under our Code of Business Conduct and the Audit Committee Charter, the Audit Committee has authority to determine whether to approve or ratify such transactions and relationships on behalf of our company, other than transactions between HLTH and WebMD which, as described below, are overseen by the Related Parties Committee of the Board. The Audit Committee considers whether to ratify or approve such transactions and relationships on a case-by-case basis, rather than pursuant to a general policy.
 
If not disclosed to the Audit Committee or if, after disclosure, not ratified or approved by the Audit Committee, a transaction or relationship presenting a conflict of interest or potential conflict of interest between a director or executive officer and our company may violate our Code of Business Conduct and other


44

Table of Contents

company policies. When reviewing such a relationship or transaction, the Audit Committee will examine the terms of the transaction to determine how close they are to terms that would be likely to be found in a similar arms’-length transaction and, if not, whether they are otherwise reasonable and fair to WebMD. In addition, the Audit Committee will consider the nature of the related party’s interest in the transaction and the significance of the transaction to the related party. If the transaction involves a non-employee director, the Audit Committee may also consider whether the transaction would compromise the director’s independence. The Audit Committee may condition its ratification or approval of a transaction or relationship on imposition of specified limitations on the transaction or relationship or specific monitoring requirements on an ongoing basis.
 
In the case of transactions and relationships between WebMD and HLTH, our Board has delegated ongoing authority to ratify, approve and monitor them to the Related Parties Committee of the Board. See “Corporate Governance — Committees of the Board of Directors — Related Parties Committee” above. The Related Parties Committee of the WebMD Board consists solely of non-employee directors who are not also directors of HLTH. HLTH has a similar committee with authority to ratify, approve and monitor those transactions and relationships on its behalf, consisting solely of non-employee directors who are not also directors of WebMD.


45

Table of Contents

 
This excerpt taken from the WBMD 10-K filed Apr 30, 2007.
Audit Committee Review of Related Party Transactions
 
Under our company’s Code of Business Conduct, directors and executive officers are required to disclose to our General Counsel or our Compliance Officer any transactions or relationships they are involved in that present or may present a conflict of interest with our company, including those that would be required to be disclosed as a related party transaction under applicable SEC rules. Under our Code of Business Conduct and the Audit Committee Charter, the Audit Committee has authority to determine whether to approve or ratify such transactions and relationships on behalf of our company, other than transactions between Emdeon and WebMD which, as described below, are overseen by the Related Parties Committee of the Board. The Audit Committee considers whether to ratify or approve such transactions and relationships on a case-by-case basis, rather than pursuant to a general policy.
 
If not disclosed to the Audit Committee or if, after disclosure, not ratified or approved by the Audit Committee, a transaction or relationship presenting a conflict of interest or potential conflict of interest between a director or executive officer and our company may violate our Code of Business Conduct and other company policies. When reviewing such a relationship or transaction, the Audit Committee will examine the terms of the transaction to determine how close they are to terms that would be likely to be found in a similar arms’-length transaction and, if not, whether they are otherwise reasonable and fair to WebMD. In addition, the Audit Committee will consider the nature of the related party’s interest in the transaction and the significance of the transaction to the related party. If the transaction involves a non-employee director, the Audit Committee may also consider whether the transaction would compromise the director’s independence. The Audit Committee may condition its ratification or approval of a transaction or relationship on imposition of specified limitations on the transaction or relationship or specific monitoring requirements on an ongoing basis.
 
In the case of transactions and relationships between WebMD and Emdeon, our Board has delegated ongoing authority to ratify, approve and monitor them to the Related Parties Committee of the Board. See “Corporate Governance — Committees of the Board of Directors — Related Parties Committee” in Item 10 above. The Related Parties Committee of the WebMD Board consists solely of non-employee directors who are not also directors of Emdeon. Emdeon has a similar committee with authority to ratify, approve and monitor those transactions and relationships on its behalf, consisting solely of non-employee directors who are not also directors of WebMD.


41

Table of Contents

 
Item 14.   Principal Accountant Fees and Services
 
In addition to retaining Ernst & Young LLP to audit our consolidated financial statements for 2006 and 2005 and in connection with our initial public offering and to review our quarterly financial statements during those years, we retained Ernst & Young to provide certain related services. The fees for Ernst & Young’s services to WebMD were:
 
                 
Type of Fees
  2006     2005  
 
Audit Fees
  $ 1,057,667     $ 2,060,000  
Audit-Related Fees
    —       —  
Tax Fees
    9,990       —  
All Other Fees
    —       —  
                 
Total Fees
  $ 1,067,657     $ 2,060,000  
                 
 
In the above table, in accordance with applicable SEC rules:
 
  •  “audit fees” include: (a) fees billed for professional services (i) for the audit of the consolidated financial statements included in our Annual Report on Form 10-K for that fiscal year, and (ii) for review of the consolidated financial statements included in our Quarterly Reports on Form 10-Q filed during that fiscal year; (b) for 2006, fees billed for the audit of internal control over financial reporting and management’s assessment of internal control over financial reporting; and (c) fees billed for services that are normally provided by the principal accountant in connection with statutory and regulatory filings or engagements;
 
  •  “tax fees” for 2006 consisted of fees for assistance in the preparation of certain tax returns.
 
None of these services was provided pursuant to a waiver of the requirement that such services be pre-approved by the Audit Committee of our Board of Directors. The Audit Committee has determined that the provision by Ernst & Young of non-audit services to us in 2006 is compatible with Ernst & Young maintaining their independence.
 
The Audit Committee has decided to pre-approve permissible non-audit services and fees on a case-by-case basis, rather than pursuant to a general policy, with the exception of acquisition-related due diligence engagements, which have been pre-approved by the Audit Committee and are subject to monitoring by the Chairman of the Audit Committee. To ensure prompt handling of unexpected matters, our Audit Committee has delegated to its Chairman the authority to pre-approve permissible non-audit services and fees and to amend or modify pre-approvals that have been granted by the entire Audit Committee. A report of any such actions taken by the Chairman is provided to the Audit Committee at the next Audit Committee meeting.


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Table of Contents

 

EXCERPTS ON THIS PAGE:

10-K (2 sections)
Apr 30, 2009
DEF 14A
Nov 5, 2008
10-K (2 sections)
Apr 29, 2008
DEF 14A
Aug 14, 2007
10-K
Apr 30, 2007

RELATED TOPICS for WBMD:

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