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This excerpt taken from the WDC DEF 14A filed Sep 24, 2007. PROPOSAL 2
RATIFICATION OF APPOINTMENT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The accounting firm of KPMG LLP, certified public accountants,
has served as our independent registered public accounting firm
since our incorporation in 1970. The Audit Committee of our
Board of Directors has again appointed KPMG to serve as our
independent registered public accounting firm for the fiscal
year ending June 27, 2008. We are not required to submit
the appointment of KPMG for stockholder approval, but our Board
of Directors has elected to seek ratification of the appointment
of our independent registered public accounting firm by the
affirmative vote of a majority of the shares represented in
person or by proxy and entitled to vote at the Annual Meeting.
If a majority of the shares represented at the Annual Meeting
and entitled to vote do not ratify this appointment, the Audit
Committee will reconsider its appointment of KPMG and will
either continue to retain this firm or appoint a new independent
registered public accounting firm. We expect one or more
representatives of KPMG to be present at the Annual Meeting and
they will have an opportunity to make a statement if they so
desire and will be available to respond to appropriate questions.
Following are the fees paid by us to KPMG for the fiscal years
ended June 29, 2007 and June 30, 2006:
The Audit Committee has adopted a policy regarding the
pre-approval of audit and non-audit services to be provided by
our independent registered public accounting firm. The policy
requires that KPMG LLP seek pre-approval by the Audit Committee
of all audit and permissible non-audit services by providing a
description of the services to be performed and specific fee
estimates for each such service. The Audit Committee has
delegated to the Chairman of the Audit Committee the authority
to pre-approve audit-related and permissible non-audit services
and associated fees up to a maximum for any one audit-related or
non-audit service of US$50,000, provided that the Chairman shall
report any decisions to pre-approve such audit-related or
non-audit services and fees to the full Audit Committee at its
next regular meeting for ratification. One-hundred percent
(100%) of the Audit-Related Fees and Tax Fees billed by KPMG
during fiscal 2007 and fiscal 2006 were approved by the Audit
Committee pursuant to regulations of the Securities and Exchange
Commission.
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