Neiman Marcus 2014 Annual Report Download - page 97

Table of Contents
believe that Ms. Aufreiter and Messrs. Axelrod, Bourguignon, Kaplan, Stein, Nishi, Feeney and Brotman are independent directors within the meaning of the
listing standards of the New York Stock Exchange.

Parent’s certificate of incorporation and bylaws provide that Parent will indemnify each of its directors and officers to the fullest extent permitted by
Delaware law. Our operating agreement also contains similar provisions relating to our executive officers and Holdings, our sole member. In addition,
Parent’s certificate of incorporation and bylaws contain provisions limiting our directors’ obligations in respect of corporate opportunities.

Certain of our related persons may, either directly or through their respective affiliates, enter into commercial transactions with us from time to time
in the ordinary course of business, primarily for the purchase of merchandise. We believe that none of the transactions with such persons is significant enough
to be considered material to such persons or to us.

Although we have not adopted formal procedures for the review, approval or ratification of transactions with related persons, the Parent Board
reviews potential transactions with those parties we have identified as related parties prior to the consummation of the transaction, and we adhere to the
general policy that such transactions should only be entered into if they are approved by the Parent Board, in accordance with applicable law, and in
accordance with the restrictions on affiliate transactions in the Stockholders Agreement.

The Audit Committee pre-approves the use of audit and audit-related services following approval of the independent registered public accounting
firm’s audit plan. All services detailed in the audit plan are considered pre-approved. If, during the course of the audit, the independent registered public
accounting firm expects fees to exceed the approved fee estimate, those fees must be approved in advance by the Audit Committee.

Audit Fees. The aggregate fees billed for the audits of the Company’s annual financial statements for the fiscal years ended August 1, 2015 and
August 2, 2014 and for the reviews of the financial statements included in our Quarterly Reports on Form 10-Q were $2,000,000 and $2,321,000,
respectively.
Audit-Related Fees. The aggregate fees billed for audit-related services for the fiscal years ended August 1, 2015 and August 2, 2014 were
$265,000 per year. These fees related to accounting research and consultation services.
Tax Fees. The aggregate fees billed for tax services for the fiscal years ended August 1, 2015 and August 2, 2014 were $504,000 and $874,000,
respectively. These fees are related to tax compliance and planning.
All Other Fees. The aggregate fees billed for all other services not included above for the fiscal years ended August 1, 2015 and August 2, 2014
totaled approximately $208,000 and $404,000, respectively. These fees primarily related to permitted advisory services.
The Audit Committee has considered and concluded that the provision of permissible non-audit services is compatible with maintaining our
independent registered public accounting firm’s independence.
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