HR Block 2005 Annual Report Download - page 41

AUDIT FEES ⬎⬎⬎
The following table presents fees for professional services auditor has received general pre-approval, it will require specific
rendered by KPMG LLP for the audit of the Company’s annual Audit Committee pre-approval. In addition, any proposed services
financial statements for the years ended April 30, 2005 and 2004 exceeding pre-approved cost levels will require specific pre-
and fees billed for other services rendered by KPMG LLP for approval by the Audit Committee.
such years: General pre-approval granted under the Audit Committee’s pre-
approval policy extends to the fiscal year next following the date
Fiscal Year 2005 2004 of pre-approval. The Audit Committee reviews and pre-approves
Audit fees $3,536,320 $2,346,175 services that the independent auditor may provide without
Audit-related fees 311,672 996,759 obtaining specific Audit Committee pre-approval on an annual
Tax fees 252,186 115,000 basis and revises the list of general pre-approved services from
All other fees —345,000 time to time. In determining whether to pre-approve audit or non-
Total fees $4,100,178 $3,802,934 audit services (regardless of whether such approval is general or
specific pre-approval), the Audit Committee will consider
Audit Fees consist of fees for professional services rendered
whether such services are consistent with the Securities and
for the audit of the Company’s financial statements and review of
Exchange Commission’s rules on auditor independence. The
financial statements included in the Company’s quarterly reports
Audit Committee will also consider whether the independent
and services normally provided by the independent auditor in
auditor is best positioned to provide the most effective and
connection with statutory and regulatory filings or engagements.
efficient service and whether the service might enhance the
Audit-Related Fees are fees for assurance and related services
Company’s ability to manage or control risk or improve audit
that are reasonably related to the performance of the audit or
quality. All such factors will be considered as a whole and no one
review of the Company’s financial statements or that are
factor should necessarily be determinative. The Audit Committee
traditionally performed by the independent auditor.
will also consider the relationship between fees for audit and
Tax Fees consist of fees for the preparation of original and
non-audit services in deciding whether to pre-approve any such
amended tax returns, claims for refunds and tax payment-
services. The Audit Committee may determine for each fiscal year
planning services for tax compliance, tax planning, tax
the appropriate ratio between fees for Audit Services and fees for
consultation and tax advice.
Audit-Related Services, Tax Services and All Other Services.
All other fees are fees billed for professional services that were
The Audit Committee may delegate pre-approval authority to
not the result of an audit or review.
one or more of its members. The member or members to whom
The Audit Committee has adopted policies and procedures for
such authority is delegated shall report any pre-approval
pre-approving audit and non-audit services performed by the
decisions to the Audit Committee at its next scheduled meeting.
independent auditor so that the provision of such services does
The Audit Committee has concluded that the provision of non-
not impair the auditor’s independence. Under the Audit
audit services provided to the Company by its independent
Committee’s pre-approval policy, the terms and fees of the annual
accountant during the 2005 fiscal year was compatible with
audit engagement require specific Audit Committee approval.
maintaining the independent accountant’s independence.
Other types of service are eligible for general pre-approval.
Unless a type of service to be provided by the independent
EXECUTIVE COMPENSATION
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION ⬎⬎⬎
The Compensation Committee is responsible for reviewing the under the tab ‘‘Our Company’’ and then under the heading ‘‘Block
Company’s executive compensation program and policies each year Investors’’ and then under ‘‘Corporate Governance.’’
and recommending to the non-employee members of the Board of The Compensation Committee consists solely of directors who
Directors the compensation of the Company’s executive officers. are each (i) independent under the New York Stock Exchange’s
The Compensation Committee’s charter reflects these listing standards and the Board’s Director Independence
responsibilities. You can find a copy of the Compensation Standards, (ii) an outside director for purposes of Section 162
Committee charter on the Company’s website at www.hrblock.com (m) of the Internal Revenue Code, and (iii) a ‘‘non-employee
H&R BLOCK 2005 Proxy Statement
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