CompUSA 2010 Annual Report Download - page 49

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PROPOSAL NO. 4
RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS
Action is to be taken at the Annual Meeting to ratify the selection of Ernst & Young LLP as independent
registered public accountants for the Company for fiscal year 2011.
Representatives of Ernst & Young LLP are expected to be present at the Annual Meeting and to be
available to respond to appropriate questions. They will have an opportunity to make a statement if they so desire.
Principal Accounting Fees and Services
The following are the fees billed by Ernst & Young LLP for services rendered during fiscal years 2009 and
2010:
Audit and Audit-related Fees
Ernst & Young billed the Company $1,731,000 for professional services rendered for the audit of the
Company’ s annual consolidated financial statements for fiscal year 2010 and its reviews of the interim financial
statements included in the Company’ s Forms 10-Q for that fiscal year and $2,335,400 for such services rendered for
fiscal year 2009.
In accordance with the SEC’ s definitions and rules, “audit fees” are fees that were billed to the Company
by Ernst & Young for the audit of the Company’ s annual financial statements, to be included in the Form 10-K, and
review of financial statements included in the Form 10-Qs; for the audit of the Company’ s internal control over
financial reporting with the objective of obtaining reasonable assurance about whether effective internal control over
financial reporting was maintained in all material respects; for the attestation of management’ s report on the
effectiveness of internal control over financial reporting; and for services that are normally provided by the auditor
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 the company’ s financial
statements and internal control over financial reporting, including services in connection with assisting the company
in its compliance with its obligations under Section 404 of the Sarbanes-Oxley Act and related regulations.
Tax Fees
Tax fees included services for international tax compliance, planning and advice. Ernst & Young LLP billed the
Company for professional services rendered for tax compliance, planning and advice in 2009 and 2010 an aggregate
of $85,000 and $0, respectively.
All Other Fees
Other fees (i.e., those that are not audit fees, audit related fees, or tax fees) of $1,195 and $1,995 were
billed by Ernst & Young LLP for fiscal years 2009 and 2010.
The Audit Committee is responsible for approving every engagement of the Company’ s independent
registered public accountants to perform audit or non-audit services on behalf of the Company or any of its
subsidiaries before such accountants can be engaged to provide those services. The Audit Committee does not
delegate its pre-approval authority. The Audit Committee 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 registered
public accountants is not required by the Company’ s By-Laws or other applicable legal requirement. However, the
Board is submitting the selection of Ernst & Young LLP to the stockholders for ratification as a matter of good
corporate practice. If the stockholders fail to ratify the selection, the Audit Committee will reconsider whether or
not to continue to retain that firm. Even if the selection is ratified, the Audit Committee at its discretion may direct
the appointment of different independent registered public accountants at any time during the year or thereafter if it