Chegg 2014 Annual Report Download - page 21

Download and view the complete annual report

Please find page 21 of the 2014 Chegg annual report below. You can navigate through the pages in the report by either clicking on the pages listed below, or by using the keyword search tool below to find specific information within the annual report.

Page out of 133

  • 1
  • 2
  • 3
  • 4
  • 5
  • 6
  • 7
  • 8
  • 9
  • 10
  • 11
  • 12
  • 13
  • 14
  • 15
  • 16
  • 17
  • 18
  • 19
  • 20
  • 21
  • 22
  • 23
  • 24
  • 25
  • 26
  • 27
  • 28
  • 29
  • 30
  • 31
  • 32
  • 33
  • 34
  • 35
  • 36
  • 37
  • 38
  • 39
  • 40
  • 41
  • 42
  • 43
  • 44
  • 45
  • 46
  • 47
  • 48
  • 49
  • 50
  • 51
  • 52
  • 53
  • 54
  • 55
  • 56
  • 57
  • 58
  • 59
  • 60
  • 61
  • 62
  • 63
  • 64
  • 65
  • 66
  • 67
  • 68
  • 69
  • 70
  • 71
  • 72
  • 73
  • 74
  • 75
  • 76
  • 77
  • 78
  • 79
  • 80
  • 81
  • 82
  • 83
  • 84
  • 85
  • 86
  • 87
  • 88
  • 89
  • 90
  • 91
  • 92
  • 93
  • 94
  • 95
  • 96
  • 97
  • 98
  • 99
  • 100
  • 101
  • 102
  • 103
  • 104
  • 105
  • 106
  • 107
  • 108
  • 109
  • 110
  • 111
  • 112
  • 113
  • 114
  • 115
  • 116
  • 117
  • 118
  • 119
  • 120
  • 121
  • 122
  • 123
  • 124
  • 125
  • 126
  • 127
  • 128
  • 129
  • 130
  • 131
  • 132
  • 133

18
PROPOSAL NO. 2
RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Our audit committee has selected Ernst & Young LLP as Chegg’s principal independent registered public accounting
firm to perform the audit of Chegg’s consolidated financial statements for fiscal year ending December 31, 2015. As a matter of
good corporate governance, our audit committee has decided to submit its selection of principal independent registered public
accounting firm to stockholders for ratification. In the event that Ernst & Young LLP is not ratified by our stockholders, the
audit committee will review its future selection of Ernst & Young LLP as Chegg’s principal independent registered public
accounting firm.
Ernst & Young LLP audited Chegg’s financial statements for Chegg’s 2014 fiscal year. Representatives of Ernst &
Young LLP are expected to be present at the annual meeting. They will be given an opportunity to make a statement at the
meeting if they desire to do so, and will be available to respond to appropriate questions.
Principal Accountant Fees and Services
We regularly review the services and fees of our independent registered public accounting firm. These services and
fees are also reviewed with our audit committee annually. In accordance with standard policy, Ernst & Young LLP periodically
rotates the individuals who are responsible for Chegg’s audit.
In addition to performing the audit of Chegg’s consolidated financial statements, Ernst & Young LLP provided various
other services during 2014 and 2013. Our audit committee has determined that Ernst & Young LLP’s provisioning of these
services, which are described below, does not impair Ernst & Young LLP’s independence from Chegg. The aggregate fees for
2014 and 2013 for each of the following categories of services are as follows:
Fees Billed to Chegg Fiscal Year 2014 Fiscal Year 2013
Audit fees(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 1,666,489 $ 2,326,986
Audit related fees(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 87,100 —
Tax fees(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26,319 —
All other fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — —
Total fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 1,779,908 $ 2,326,986
(1) “Audit fees” include fees for professional services rendered in connection with the audit of our annual financial
statements and review of our quarterly financial statements. In addition, this category also includes fees for services that
were incurred in connection with our initial public offering completed in November 2013, and other statutory and
regulatory filings or engagements.
(2) “Audit related fees” include fees for professional services rendered in connection with acquisition and other advisory
services.
(3) “Tax fees” include fees in connection with tax compliance and tax advisory and consulting services.
Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered
Public Accounting Firm
Our audit committee’s policy is to pre-approve all audit and permissible non-audit services provided by the
independent registered public accounting firm. These services may include audit services, audit-related services, tax services
and other services. Pre-approval is detailed as to the particular service or category of services and is generally subject to a
specific budget. The independent registered public accounting firm and management are required to periodically report to the
audit committee regarding the extent of services provided by the independent registered public accounting firm in accordance
with this pre-approval, and the fees for the services performed to date. Our audit committee may also pre-approve particular
services on a case-by-case basis. All of the services relating to the fees described in the table above were approved by our audit
committee.
OUR BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” APPROVAL OF PROPOSAL NO. 2