TripAdvisor 2014 Annual Report Download - page 136

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14
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” RATIFICATION OF THE
APPOINTMENT OF KPMG LLP AS TRIPADVISOR’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
FOR 2015.
Fees Paid to Our Independent Registered Public Accounting Firm
KPMG was TripAdvisor’s independent registered public accounting firm for the year ended December 31, 2014. E&Y was
TripAdvisor’s independent registered public accounting firm for the year ended December 31, 2013. The following table sets forth
aggregate fees for professional services rendered by KPMG and E&Y for the years ended December 31, 2014 and 2013, respectively.
2014 2013
Audit Fees(1) ............................................................................................ $ 1,352,635 $ 1,479,583
Tax Fees(2) ............................................................................................... — 3,150
Other Fees ................................................................................................ 2,550 1,995
Total Fees ............................................................................................ $ 1,355,185 $ 1,484,728
(1) Audit Fees include fees and expenses associated with the annual audit of our consolidated financial statements, statutory audits,
review of our periodic reports, accounting consultations, review of SEC registration statements, report on the effectiveness of
internal control and consents and other services related to SEC matters.
(2) Tax Fees include fees and expenses for quarterly tax compliance services outside of the U.S.
Audit and Non-Audit Services Pre-Approval Policy
The Audit Committee has responsibility for appointing, setting compensation of and overseeing the work of the independent
registered public accounting firm. In recognition of this responsibility, the Audit Committee has adopted a policy governing the pre-
approval of all audit and permitted non-audit services performed by TripAdvisor’s independent registered public accounting firm to
ensure that the provision of such services does not impair the independent registered public accounting firm’s independence from
TripAdvisor and our management. Unless a type of service to be provided by our independent registered public accounting firm has
received general pre-approval from the Audit Committee, it requires specific pre-approval by the Audit Committee. The payment for
any proposed services in excess of pre-approved cost levels requires specific pre-approval by the Audit Committee.
Pursuant to its pre-approval policy, the Audit Committee may delegate its authority to pre-approve services to one or more of its
members, and it has currently delegated this authority to its Chairman, subject to a limit of $250,000 per approval. The decisions of
the Chairman (or any other member(s) to whom such authority may be delegated) to grant pre-approvals must be presented to the full
Audit Committee at its next scheduled meeting. The Audit Committee may not delegate its responsibilities to pre-approve services to
Company management.
All of the audit-related, tax and all other services provided to us by KPMG and E&Y in 2014 and 2013, respectively, were
approved by the Audit Committee by means of specific pre-approvals or pursuant to the procedures contained in the Company’s pre-
approval policy.
The Audit Committee has considered the non-audit services provided by KPMG and E&Y in 2014 and 2013, as described
above, and believes that they are compatible with maintaining KPMG’s and E&Y’s independence in the conduct of their auditing
functions.