Western Union 2014 Annual Report Download - page 103

85 | The Western Union Company – Proxy Statement
Proposal 4 PROXY STATEMENT
NOTICE OF 2015 ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT
Proposal 4
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 2015. Ernst & Young
LLP has served as the Company’s independent registered
public accounting firm since the Company became a
public company in 2006. 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 2014 and 2013
Audit Fees. Ernst & Young LLP’s fees for the Company’s
annual audits were $5.6 million and $5.4 million in 2014
and 2013, 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 (and not included in the
section entitled “— Audit Fees” above) were $0.4 million in
each of 2014 and 2013. 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 million in each of 2014 and 2013. 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 2014 and 2013, 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 or one or more members of the Audit
Committee designated by the Audit Committee.
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 4. In the event the stockholders fail to ratify the
selection 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 4.