The Audit Committee believes that the independent auditor can provide tax services to the
Company, such as tax compliance, tax planning and tax advice, without impairing such auditors independence. However, the Audit Committee will not permit the retention of the independent auditor in connection with a transaction initially
recommended by the independent auditor, the purpose of which may be tax avoidance and the tax treatment of which may not be supported in the Code and related regulations.
The Audit Committee may grant preapproval of those permissible
non-audit
services classified as
All Other services that it believes are routine and recurring services and would not impair the independence of the auditor. Preapproval fee levels for all such services to be provided by the independent auditor will be established
annually by the Audit Committee. Any proposed services exceeding these levels will require specific preapproval by the Audit Committee.
Requests or applications to provide services that require specific approval by the Audit Committee will be submitted to the Audit Committee by
the Chief Financial Officer or Chief Accounting Officer (or other designated officer) and must include a statement from that individual as to whether, in his or her view, the request or application is consistent with the Securities and Exchange
Commissions rules on auditor independence.
In addition, the Audit Committee has established procedures for, and received periodic
reports on, the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters and the confidential, anonymous submission by employees of the Company of concerns
regarding questionable accounting or auditing matters through the use of a third-party-managed telephone hotline.
Audit Fees
PricewaterhouseCoopers LLPs fees for the annual audit, statutory audits and reviews of financial statements included in the
Companys quarterly filings, including reimbursable expenses, were $5,439,000 in 2018 and $5,394,700 in 2017, which fees were reviewed and approved by the Audit Committee.
Audit-Related Fees
PricewaterhouseCoopers LLPs fees for assurance and related services reasonably related to the performance of the audit or reviews of
financial statements and not included under Audit Fees above, including reimbursable expenses, were $225,000 in 2018 and $550,000 in 2017, which fees were reviewed and approved by the Audit Committee. These fees were primarily
audit-related work associated with the Companys implementation of the new revenue recognition and leasing standards and the Companys debt offering.
Tax Fees
PricewaterhouseCoopers
LLPs fees for tax compliance, tax advice and tax planning, including reimbursable expenses, were $227,266 in 2018 and $430,852 in 2017, which fees were reviewed and approved by the Audit Committee. These fees were primarily for federal,
multi-state and international tax consulting, as well as tax due diligence and transaction analysis.
All Other Fees
PricewaterhouseCoopers LLPs fees for other services, including a finance and accounting research tool provided by PricewaterhouseCoopers
LLP, were $10,710 in 2018 and $10,710 in 2017, which fees were reviewed and approved by the Audit Committee.
Based on such review and
discussion and in reliance thereon, the Audit Committee recommended to the Board of Directors, and the Board has approved, that the audited financial statements be included in the Companys Annual Report on Form
10-K
for the year ended December 31, 2018, for filing with the Securities and Exchange Commission.
Thomas S. Gayner, Chairman
Christopher C. Davis
G.
Richard Wagoner, Jr.
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