Pizza Hut 2008 Annual Report Download - page 116

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23MAR200920294881
statements. The Audit Committee may pre-approve those audit-related services that it believes would not
impair the independence of the Auditor, and has pre-approved the audit-related services listed in
Appendix B. All other audit-related services not pre-approved through their inclusion in Appendix B must
be specifically pre-approved by the Audit Committee or its delegate in accordance with this Policy.
V. TAX SERVICES
The Audit Committee believes that the Auditor can provide certain tax services to the Company such
as tax compliance/return preparation and consulation, tax planning and tax government examination
assistance without impairing the Auditor’s independence. However, the Auditor cannot provide any
non-audit service to the Company related to marketing, planning or opining in favor of the tax treatment
of a transaction that is a confidential transaction or that is an aggressive tax position transaction (both as
defined by the Public Company Accounting Oversight Board’s rules). The Audit Committee has
pre-approved the tax services listed in Appendix C. All tax services not pre-approved through their
inclusion in Appendix C must be specifically pre-approved by the Audit Committee or its delegate in
accordance with this Policy.
VI. ALL OTHER SERVICES
The Audit Committee may pre-approve those permissible non-audit services classified as ‘‘All Other
Services’’ that it believes would not impair the independence of the Auditor. The Audit Committee has
pre-approved the other services listed in Appendix D. All other services not listed in Appendix D must be
specifically pre-approved by the Audit Committee or its delegate in accordance with this Policy.
VII. PROHIBITED SERVICES
A list of the non-audit services prohibited by the Securities and Exchange Commission to be
performed by the Auditor is attached to this Policy as Exhibit 1. Such exhibit may be amended from time to
time to add any other service prohibited by applicable law, regulation, rule or accounting or auditing
standard.
Proxy Statement
VIII. DE MINIMUS PRE-APPROVAL EXCEPTION
Pre-approval is not required for non-audit services that (a) do not aggregate to more than 5 percent of
total revenues paid by the Company to the Auditor in the fiscal year in which the services are provided,
(b) were not recognized as non-audit services at the time of the engagement and (c) are promptly brought
to the attention of the Audit Committee and approved prior to the completion of the audit by the Audit
Committee (or the member of the Audit Committee to whom pre-approval authority has been delegated
as authorized pursuant to Section II of this Policy).
IX. PRE-APPROVED FEE LEVELS
Pre-approved fee levels for all services to be provided in accordance with this Policy will be established
periodically by the Audit Committee. Any proposed services exceeding these levels will require specific
pre-approval by the Audit Committee. Each year the Company will provide the Audit Committee with a
report of the known or anticipated audit, audit-related, tax and other non-audit services together with an
estimate of the fees for such services. The Audit Committee will review the fees and scope of such services
so as to avoid any question as to the compatibility of such services with the Auditor’s independence. Any
changes to the estimate of services to be provided and fees attributable to such services will be discussed,
and if necessary, revised.
C-2