American Home Shield 2007 Annual Report Download - page 92

has been within the last three years, an employee of ServiceMaster or an immediate family member of the director is, or has been
within the last three years, an executive officer of ServiceMaster; (2) the director or an immediate family member of the director
has received, during any 12-month period within the last three years, more than $100,000 in direct compensation from
ServiceMaster (other than director and committee fees and pension or other forms of deferred compensation for prior service
(provided such compensation is not contingent in any way on continued service)); (3) the director or an immediate family member
of the director is a partner of a firm that is ServiceMaster's internal or external auditor; the director is an employee of such firm; an
immediate family member of the director is an employee of such a firm and participates in the firm's audit, assurance or tax
compliance practice; or the director, or an immediate family member was within the last three years (but is no longer) a partner or
employee of such a firm and personally worked on ServiceMaster's audit within that time; (4) the director or an immediate family
member is, or has been within the last three years, employed as an executive officer of another company where any of
ServiceMaster's executive officers at the same time serves or served on that company's compensation committee; or (5) the director
is an employee, or an immediate family member is an executive officer, of a company that has made payments to, or received
payments from, ServiceMaster for property or services in an amount which, in any of the last three fiscal years, exceeds the greater
or $1 million, or 2% of such other company's consolidated gross revenues.
In February 2007, the Committee reviewed the independence of all directors and furnished a report to the Board. The Board
determined that each of Louis Giuliano, Brian Griffiths, Sidney Harris, Roberto Herencia, Betty Jane Hess, Eileen Kamerick, James
McLennan, Coleman Peterson and David Wessner has no material relationship with ServiceMaster and that each director, except J.
Patrick Spainhour, ServiceMaster's Chairman and Chief Executive Officer, is independent under New York Stock Exchange listing
standards. The Board also determined that each member of the Audit and Finance, Compensation and Leadership Development and
Governance and Nominating Committees of the Board meets the independence and other requirements applicable to those
Committees. In making these determinations, the Board considered the following relationships and transactions in determining that
each of Brian Griffiths and Eileen Kamerick does not have a material relationship with ServiceMaster. Brian Griffiths is a Vice
Chairman of Goldman, Sachs & Co. and we have a banking relationship with Goldman Sachs. Furthermore, ServiceMaster has
retained Goldman Sachs to advise it in connection with ServiceMaster's exploration of strategic alternatives announced in
November 2006. In 2006 we did not pay any fees to Goldman Sachs for any services. Consequently, Mr. Griffiths could not have
received any compensation as a direct result of our relationship with Goldman Sachs. In addition, Mr. Griffiths does not have an
arrangement with Goldman Sachs where his compensation is determined by reference to the amount of fees ServiceMaster pays to
Goldman Sachs. Eileen Kamerick is the executive vice president, chief financial officer and chief administrative officer of Heidrick
& Struggles International, Inc. We had retained Heidrick in previous years to conduct executive searches prior to Eileen Kamerick
commencing service on our Board in 2005. In 2006, we retained Heidrick to conduct a search for a vice president level position and
we paid Heidrick less than $100,000 for this search. The amount paid was also less than 1% of Heidrick's revenues and Ms.
Kamerick did not receive any compensation as a direct result of our relationship with Heidrick.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
The Audit and Finance Committee has selected Deloitte & Touche LLP as our independent auditors for 2007.
Audit and Non-Audit Fees
The Audit and Finance Committee has a Public Accounting Firm Policy that includes requiring approval of all audit, audit-related
and non-audit related services to be provided by our independent auditors. The policy requires that all services provided to
ServiceMaster by our independent auditors, Deloitte & Touche LLP, such as audit services and permitted audit-related and non-
audit related services, be pre-approved by the Committee. The Committee pre-approved all audit, audit-related and non-audit-
related services provided by Deloitte & Touche LLP during 2006.
The following table presents, for 2006 and 2005, fees for professional services rendered by Deloitte & Touche LLP for the audit of
our annual financial statements, audit-related services, tax services and all other services rendered by Deloitte & Touche LLP. In
accordance with the Securities and Exchange Commission's definitions and rules, "audit fees" are fees ServiceMaster paid
Deloitte & Touche LLP for professional services for the audit of ServiceMaster's consolidated financial statements included in
ServiceMaster's annual report on Form 10-K, review of the financial statements included in ServiceMaster's quarterly reports on
Form 10-Q and services that are normally provided by Deloitte & Touche LLP in connection with statutory and regulatory filings or
engagements; "audit-related fees" are fees for assurance and related services that are reasonably related to the performance of the
audit or review of ServiceMaster's financial statements; "tax fees" are fees for tax compliance, tax advice and tax planning; and "all
other fees" are fees for any products and services provided by Deloitte & Touche LLP not included in the first three categories.
2006 2005
(1) Audit Fees $ 3,816,990 $ 3,756,365
(2) Audit-Related Fees (a) 102,929 45,616
(3) Tax Fees (b) 428,868 692,200
(4) All other Fees — —
(a) Principally represents fees paid in connection with the audits of the employee benefit plan and other services, primarily related
to discontinued operations.
(b) Includes $64,400 and $108,002 related to services rendered in connection with tax compliance and tax return preparation fees
for 2006 and 2005, respectively.
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