Harris Teeter 2012 Annual Report Download - page 116

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PROPOSAL 4
RATIFICATION OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Audit Committee of the Board of Directors has retained KPMG LLP as the Company’s independent
registered public accounting firm for the fiscal year ending October 1, 2013. Although the Audit Committee has
the sole authority to select and appoint the independent registered public accounting firm, the Board of Directors
deems it advisable to obtain your ratification of this appointment. In retaining KPMG LLP as the Company’s
independent registered public accounting firm, the Audit Committee considered whether the provision of non-audit
services by KPMG LLP was compatible with maintaining KPMG LLP’s independence and concluded that it was.
Representatives of KPMG LLP are expected to be present at the Annual Meeting and will have the opportunity
to respond to appropriate questions and to make a statement if they desire.
Vote Required
The ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting
firm requires the affirmative vote of the shareholders holding a majority of the votes cast with respect to this matter
at the Annual Meeting in person or by proxy.
The Board of Directors recommends that the shareholders vote FOR the ratification of the appointment
of KPMG LLP as the Company’s Independent Registered Public Accounting Firm for the Fiscal Year Ending
October 1, 2013. If the shareholders do not ratify the appointment of KPMG LLP, theAudit Committee will consider
a change in independent registered public accounting firm for the next fiscal year.
Audit Fees
The fees billed by or payable to KPMG LLP for services rendered to the Company for the fiscal years indicated
were as follows:
Fiscal Year Ended
October 2, 2012
($)
October 2, 2011
($)
Audit Fees .................................. 468,000 930,044
Audit Related Fees (1) ........................ 203,500 —
Tax Fees (2) ................................ 580,031 382,020
All Other Fees (3) ........................... 234,650 100,000
(1) These amounts were incurred primarily for the audit of discontinued operations.
(2) Amounts for Fiscal 2012 include $114,435 for tax compliance services related to short-period state returns
related to A&E. The remaining fees related to other tax compliance services for the respective fiscal years.
(3) These amounts were incurred for tax analysis in connection with the sale of A&E.
Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services by the Independent
Registered Public Accounting Firm
The Audit Committee is responsible for the appointment, compensation and oversight of the work of the
independent registered public accounting firm. As part of this responsibility, the Audit Committee is required to
pre-approve all audit and non-audit services performed by the independent registered public accounting firm in order
to assure that they do not impair their independence from the Company. Accordingly, the Audit Committee has
adopted procedures and conditions under which services proposed to be performed by the independent registered
public accounting firm must be pre-approved.
Pursuant to this policy, the Audit Committee will consider annually and approve the terms of the audit
engagement. Any proposed engagement relating to permissible non-audit services must be presented to the Audit
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