Chipotle 2008 Annual Report Download - page 81

Download and view the complete annual report

Please find page 81 of the 2008 Chipotle 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 110

  • 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

POLICY FOR PRE-APPROVAL OF AUDIT AND PERMITTED NON-AUDIT SERVICES
The Board of Directors has adopted a policy for the pre-approval of all audit and permitted non-audit
services proposed to be provided to Chipotle by its independent auditors. This policy provides that the Audit
Committee must pre-approve all audit, review and attest engagements and may do so on a case-by-case basis or
on a class basis if the relevant services are predictable and recurring. Any internal control-related service may not
be approved on a class basis, but must be individually pre-approved by the Audit Committee. The policy
prohibits the provision of any services that the auditor is prohibited from providing under applicable law or the
standards of the PCAOB.
Pre-approvals on a class basis for specified predictable and recurring services are granted annually at or
about the start of each fiscal year. In considering all pre-approvals, the Audit Committee may take into account
whether the level of non-audit services, even if permissible under applicable law, is appropriate in light of the
independence of the auditor. The Audit Committee reviews the scope of services to be provided within each class
of services and imposes fee limitations and budgetary guidelines in appropriate cases.
The Audit Committee may pre-approve a class of services for the entire fiscal year. Pre-approval on an
individual service basis may be given or effective only up to six months prior to commencement of the services.
The Audit Committee periodically reviews a schedule of fees paid and payable to the independent auditor
by type of covered service being performed or expected to be provided. Our Chief Financial Officer also reports
periodically to the Audit Committee any non-compliance with this policy of which he becomes aware. The Audit
Committee may delegate pre-approval authority for individual services or a class of services to any one of its
members, provided that delegation is not allowed in the case of a class of services where the aggregate estimated
fees for all future and current periods would exceed $500,000. Any class of services projected to exceed this limit
or individual service that would cause the limit to be exceeded must be pre-approved by the full Audit
Committee. The individual member of the Audit Committee to whom pre-approval authorization is delegated
reports the grant of any pre-approval by the individual member at the next scheduled meeting of the Audit
Committee.
18
Proxy Statement