Time Warner Cable 2015 Annual Report Download - page 27

Auditing Standards No. 61, Communications with Audit Committees, as amended, as adopted by the Public
Company Accounting Oversight Board (PCAOB) in Rule 3200T, including the quality and acceptability of the
Company’s accounting policies, financial reporting processes and controls. The Audit Committee also received
from the independent auditor the written disclosures regarding the auditor’s independence required by PCAOB
Ethics and Independence Rule 3526, Communication with Audit Committees Concerning Independence, and the
Audit Committee discussed with E&Y its independence. The Audit Committee further considered whether the
provision by the independent auditor of any non-audit services described elsewhere in this Proxy Statement is
compatible with maintaining auditor independence and determined that the provision of those services does not
impair the independent auditor’s independence.
In performing its functions, the Audit Committee acts only in an oversight capacity and necessarily relies on
the work and assurances of the Company’s management, internal audit and independent auditor, which, in their
reports, express opinions on the conformity of the Company’s annual financial statements with U.S. generally
accepted accounting principles and the Company’s internal control over financial reporting. In reliance on the
reviews and discussions referred to in this Report and in light of its role and responsibilities, the Audit
Committee recommended to the Board of Directors, and the Board approved, that the audited financial
statements of the Company be included in the Company’s Annual Report on Form 10-K for the fiscal year ended
December 31, 2014 (the “2014 Form 10-K”) for filing with the SEC.
Members of the Audit Committee:
Donna A. James (Chair)
Thomas H. Castro
James E. Copeland, Jr.
Wayne H. Pace
Policy Regarding Pre-Approval of Services Provided by the Independent Auditor
The Audit Committee has established a policy (the “Policy”) requiring its pre-approval of all audit services and
permissible non-audit services provided by the independent auditor, along with the associated fees for those
services. The Policy provides for the annual pre-approval of specific types of services pursuant to policies and
procedures adopted by the Audit Committee, and gives detailed guidance to management as to the specific services
that are eligible for such annual pre-approval. The Policy requires the specific pre-approval of all other permitted
services. For both types of pre-approval, the Audit Committee considers whether the provision of a non-audit
service is consistent with the SEC’s rules on auditor independence, including whether provision of the service
(i) would create a mutual or conflicting interest between the independent auditor and the Company; (ii) would place
the independent auditor in the position of auditing its own work; (iii) would result in the independent auditor acting
in the role of management or as an employee of the Company; or (iv) would place the independent auditor in a
position of acting as an advocate for the Company. Additionally, the Audit Committee considers whether the
independent auditor is best positioned and qualified to provide the most effective and efficient service, based on
factors such as the independent auditor’s familiarity with the Company’s business, personnel, systems or risk profile
and whether provision of the service by the independent auditor would enhance the Company’s ability to manage or
control risk or improve audit quality or would otherwise be beneficial to the Company.
The Audit Committee has delegated to its Chair the authority to address certain requests for pre-approval of
services between meetings of the Audit Committee, and the Chair must report her pre-approval decisions to the
Audit Committee at its next regular meeting. The Policy is designed to ensure that there is no delegation by the
Audit Committee of authority or responsibility for pre-approval decisions to management of the Company. The
Audit Committee monitors compliance by management with the Policy by requiring management, pursuant to
the Policy, to report to the Audit Committee on a regular basis regarding the pre-approved services rendered by
the independent auditor. Management has also implemented internal procedures to ensure compliance with the
Policy.
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