WBMD » Topics » Services and Fees of Ernst & Young

This excerpt taken from the WBMD DEF 14A filed Nov 5, 2008.
Services and Fees of Ernst & Young
 
In addition to retaining Ernst & Young LLP to audit WebMD’s consolidated financial statements for 2007 and 2006 and to review its quarterly financial statements during those years, WebMD 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 WebMD’s Annual Report on Form 10-K for that fiscal year, and (ii) for review of the consolidated financial statements included in WebMD’s 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


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  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 WebMD’s board of directors. The Audit Committee has determined that the provision by Ernst & Young of non-audit services to WebMD 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.


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This excerpt taken from the WBMD DEF 14A filed Aug 14, 2007.
Services and Fees of Ernst & Young
 
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


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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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