Circuit City 2005 Annual Report Download - page 39

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were made on an arms-length basis and were not in competition with the Company’s business.
Related Insurance Broker
The son of Bruce Leeds, the Company's Vice Chairman, is an employee in training at an insurance brokerage
firm that has represented the Company since January 2006. The brokerage firm has earned approximately $300,000 in
commissions from the Company as of this date. The Company believes that its agreement with this insurance brokerage
firm was made on an arms-length basis.
Corporate Ethics Policy
The Company has adopted a Corporate Ethics Policy (revised as of March 30, 2005) that applies to all employees
of the Company including the Company’
s Chief Executive Officer, Chief Financial Officer and Controller, its principal
accounting officer. The Corporate Ethics Policy is designed to deter wrongdoing and to promote honest and ethical
conduct, compliance with applicable laws and regulations, full and accurate disclosure of information requiring public
disclosure and the prompt reporting of Policy violations. The Company’s Corporate Ethics Policy (as amended),
annexed as an exhibit to the Company’s report on Form 8-K date March 30, 2005, is available on the Company’s
website (www.systemax.com) and can obtained by writing to Systemax Inc., Attention: Board of Directors (Corporate
Governance), 11 Harbor Park Drive, Port Washington, NY 11050.
Item 14. Principal Accounting Fees and Services.
Ernst & Young LLP replaced Deloitte & Touche LLP as our independent registered public accountants in
December 2005. The following are the fees billed by Ernst & Young LLP and Deloitte & Touche LLP for services
rendered during the fiscal years ended December 31, 2004 and 2005:
Audit and Audit
-related Fees
Ernst & Young billed the Company $2,585,000 for professional services rendered for the audit of the Company’
s
annual financial statements for the fiscal year ended December 31, 2005 and its reviews of the financial statements
included in the Company’s Forms 10-Q for that fiscal year.
Deloitte & Touche billed the Company $1,868,000 for professional services rendered for the audit, including the
restatement, of the Company’s annual financial statements for the fiscal year ended December 31, 2004 and its reviews
of the financial statements included in the Company’s Forms 10-Q for that fiscal year.
Tax Fees
Tax fees included services for international tax compliance, planning and advice. Deloitte & Touche LLP billed
the Company for professional services rendered for tax compliance, planning and advice for the fiscal year ended
December 31, 2005 an aggregate of $116,000. The aggregate fees billed by Deloitte & Touche for such services for the
prior fiscal year were $79,000.
All Other Fees
Other fees of $5,000 were billed by Ernst & Young for the year ended December 31, 2005. No other fees were
billed by the Company’s independent registered public accountants for the year ended December 31, 2004.
The Audit Committee is responsible for approving every engagement of Ernst & Young to perform audit or non-
audit services on behalf of the Company or any of its subsidiaries before Ernst & Young is engaged to provide those
services. The Audit Committee of the Board of Directors has reviewed the services provided to the Company by Ernst
& Young LLP and believes that the non-audit/review services it has provided are compatible with maintaining the
auditor’s independence.
Stockholder ratification of the selection of Ernst & Young LLP as the Company
’
s independent public