United Airlines 2011 Annual Report Download - page 164

Table of Contents
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Information required by this item with respect to UAL is incorporated by reference from UAL’s definitive proxy statement for its 2012 Annual Meeting of
Stockholders.
Information required by this item with respect to United and Continental is omitted pursuant to General Instruction I(2)(c) of Form 10-K.
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The Audit Committee of the UAL Board of Directors adopted a policy on pre-approval of services of independent accountants in October 2002. As a wholly
owned subsidiary of UAL, United’s audit services were determined by UAL. Continental’s audit services were determined by UAL following the Merger. The
policy provides that the Audit Committee shall pre-approve all audit and non-audit services to be provided to UAL and its subsidiaries and affiliates by its
auditors. The process by which this is carried out is as follows:
For recurring services, the Audit Committee reviews and pre-approves UAL’s independent registered public accounting firm’s annual audit services and
employee benefit plan audits in conjunction with the Committee’s annual appointment of the outside auditors. The materials include a description of the
services along with related fees. The Committee also reviews and pre-approves other classes of recurring services along with fee thresholds for pre-approved
services. In the event that the pre-approval fee thresholds are met and additional services are required prior to the next scheduled Committee meeting, pre-
approvals of additional services follow the process described below.
Any requests for audit, audit-related, tax and other services not contemplated with the recurring services approval described above must be submitted to the
Audit Committee for specific pre-approval and cannot commence until such approval has been granted. Normally, pre-approval is provided at regularly
scheduled meetings. However, the authority to grant specific pre-approval between meetings, as necessary, has been delegated to the Chairman of the Audit
Committee. The Chairman must update the Committee at the next regularly scheduled meeting of any services that were granted specific pre-approval.
On a periodic basis, the Audit Committee reviews the status of services and fees incurred year-to-date and a list of newly pre-approved services since its last
regularly scheduled meeting. The Company’s Audit Committee has considered whether the 2011 non-audit services provided by Ernst & Young LLP, the
Company’s independent registered public accounting firm, are compatible with maintaining auditor independence.
All of the services in 2011 and 2010 under the Audit Related, Tax and All Other Fees categories above have been approved by the Audit Committee pursuant to
paragraph (c)(7)(i)(c) of Rule 2-01 of Regulation S-X of the Exchange Act.
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