Western Union 2013 Annual Report Download - page 92

The Western Union Company – Proxy Statement | 74
Proposal 3 PROXY STATEMENT
NOTICE OF 2014 ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT
Proposal 3
Ratification of Selection of Auditors
The Board of Directors and the Audit Committee
recommend to the stockholders the ratification of the
selection of Ernst & Young LLP, independent registered
public accounting firm, to audit the accounts of the
Company and its subsidiaries for 2014. Ernst & Young
LLP has served as the independent registered public
accounting firm for the Company since the spin-off.
Consistent with the regulations adopted pursuant to the
Sarbanes-Oxley Act of 2002, the lead audit partner having
primary responsibility for the audit and the concurring
audit partner are rotated every five years.
A representative of Ernst & Young LLP will be present
at the Annual Meeting, will have the opportunity to
make a statement, and will be available to respond to
appropriate questions.
Summary of Independent Registered Public
Accounting Firm’s Fees for 2013 and 2012
Audit Fees. Ernst & Young LLP’s fees for the Company’s
annual audits were $5.4 million and $5.5 million in 2013
and 2012, respectively. Audit fees primarily include fees
related to the integrated audit of the Company’s annual
consolidated financial statements and internal control
over financial reporting; the review of its quarterly
consolidated financial statements; statutory audits required
domestically and internationally; comfort letters, consents,
and assistance with and review of documents filed with
the SEC; and other accounting and financial reporting
consultation and research work billed as audit fees or
necessary to comply with the standards of the Public
Company Accounting Oversight Board (United States).
Audit-Related Fees. Ernst & Young LLP’s fees for
audit-related services that are reasonably related to the
performance of the audits or reviews of the Company’s
consolidated financial statements were $0.4 million
and $0.3 million in 2013 and 2012, respectively. Audit-
related fees primarily include fees related to service
auditor examinations, due diligence related to mergers
and acquisitions, attest services that are not required by
statute or regulation and consultation concerning financial
accounting and reporting standards not classified as
audit fees.
Tax Fees. Ernst & Young LLP’s fees for tax compliance,
tax advice and tax planning services to the Company were
$0.7 and $0.6 million in 2013 and 2012, respectively.
Tax advice and tax planning fees included consultations,
analysis, and assistance with domestic and foreign tax
matters, including value-added and goods and service
taxes, local tax authority audits, and other miscellaneous
tax consultations, including tax services requested as part
of the Company’s procedures for commercial agreements,
the acquisition of new entities, and other potential
business transactions.
During 2013 and 2012, all audit and non-audit services
provided by the independent registered public accounting
firm were pre-approved, consistent with the pre-approval
policy of the Audit Committee. The pre-approval policy
requires that all services provided by the independent
registered public accounting firm be pre-approved by the
Audit Committee of the Board of Directors, the Chairman
of the Committee or his designee.
Required Vote
The affirmative vote of the holders of a majority of shares
of the Company’s Common Stock present in person
or represented by proxy at the meeting and entitled to
vote on the subject matter is required to approve this
Proposal 3. In the event the stockholders fail to ratify the
appointment of Ernst & Young LLP, the Audit Committee
of the Board of Directors will consider it a direction to
select another independent registered public accounting
firm for the subsequent year. Even if the selection is
ratified, the Audit Committee, in its discretion, may
select a new independent registered public accounting
firm at any time during the year, if it feels that such a
change would be in the best interest of the Company and
its stockholders.
THE BOARD OF DIRECTORS AND THE AUDIT
COMMITTEE RECOMMEND THAT YOU VOTE
FOR PROPOSAL 3.