Chipotle 2012 Annual Report Download - page 93

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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 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 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 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 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 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 is also required to
report to the committee any non-compliance with this policy of which he becomes aware. The 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 committee. The individual
member of the 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 committee.
23
Proxy Statement