Allstate 2012 Annual Report Download - page 81

Purpose and Applicability
The Audit Committee recognizes the importance of maintaining the independent and objective stance of our
Independent Registered Public Accountant. We believe that maintaining independence, both in fact and in appearance, is
a shared responsibility involving management, the Audit Committee, and the Independent Registered Public Accountant.
The Committee recognizes that the Independent Registered Public Accountant possess a unique knowledge of the
Corporation and its subsidiaries and can provide necessary and valuable services to the Corporation in addition to the
annual audit. The provision of these services is subject to three basic principles of auditor independence: (i) auditors
cannot function in the role of management, (ii) auditors cannot audit their own work; and (iii) auditors cannot serve in
an advocacy role for their client. Consequently, this policy sets forth guidelines and procedures to be followed by this
Committee when approving services to be provided by the Independent Registered Public Accountant.
Policy Statement
Audit Services, Audit-Related Services, Tax Services, Other Services, and Prohibited Services are described in the
attached appendix. All services to be provided by the Independent Registered Public Accountant must be approved by
the Audit Committee or the Chair of the Audit Committee. Neither the Audit Committee nor the Chair will approve the
provision of any Prohibited Services by the Independent Registered Public Accountant.
Procedures
In connection with the approval by the Audit Committee of the engagement of the Independent Registered Public
Accountant to provide Audit Services for the upcoming fiscal year, the Independent Registered Public Accountant will
submit to the Committee for approval schedules detailing all of the specific proposed Audit, Audit-Related, Tax, and
Other Services, together with estimated fees for such services that are known as of that date. Subsequent to the Audit
Committee’s approval of audit engagement, Corporation management may submit to the Committee or the Chair for
approval schedules of additional specific proposed Audit, Audit-Related, Tax, and Other Services that management
recommends be provided by the Independent Registered Public Accountant during the audit and professional engagement
period. Regardless of when proposed to the Committee or the Chair, each specific service will require approval by the
Committee or the Chair before commencement of the specified service. The Independent Registered Public Accountant
will confirm to the Committee or the Chair that each specific proposed service is permissible under applicable regulatory
requirements.
Prior to approval of any specific Tax Service, the Independent Registered Public Accountant shall also provide to
the Committee or the Chair a written description of (i) the scope of the service and the related fee structure, (ii) any
side letter or other agreement between the Independent Registered Public Accountant and the Corporation or any
subsidiary regarding the service, and (iii) any compensation arrangement or other agreement between the Independent
Accountant and any person with respect to promoting, marketing, or recommending a transaction covered by the service.
Delegation to Chair
In addition to the Audit Committee, the Chair of the Audit Committee has the authority to grant approvals of
services to be provided by the Independent Registered Public Accountant. The decisions of the Chair to approve services
shall be reported to the Audit Committee at each of its regularly scheduled meetings.
Review of Services
At each regularly scheduled Audit Committee meeting, the Audit Committee shall review a report containing (i) a
summary of any services approved by the Chair since the Committee’s last regularly scheduled meeting and (ii) an
updated projection for the current fiscal year, presented in a manner consistent with the proxy disclosure requirements,
of the estimated annual fees to be paid to the Independent Registered Public Accountant.
C-1
APPENDIX C
POLICY REGARDING PRE-APPROVAL OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANT’S SERVICES
Appendix C
| The Allstate Corporation
PROXY STATEMENT