FairPoint Communications 2006 Annual Report Download - page 124

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
Our board of directors considered transactions and relationships between each director or any member of his or her immediate family and the Company
and its subsidiaries and affiliates. Our board of directors has determined that, other than Eugene B. Johnson and Frank K. Bynum, Jr. all of our directors are
independent under the criteria for independence set forth in the listing standards of the New York Stock Exchange, and therefore meet the New York Stock
Exchange requirement for a majority of independent directors serving on the board of directors.


The following table sets forth the aggregate fees billed by KPMG LLP for audit services and other professional services rendered in fiscal year 2005 and
fiscal year 2006:




Audit Fees (1) $904,000 $ 1,175,000
Audit-Related Fees (2) 30,000 12,000
Tax Fees (3) 394,000 237,000
(1) Audit fees include amounts billed to us related to annual financial statement audit work and quarterly financial statement reviews. In 2005, this category
includes services associated with our initial public offering, including the related registration statements.
(2) Audit-Related Fees consist of fees for assurance and related services that are reasonably related to the performance of the audit or review of the Company’s
financial statements. This category includes services associated with the initial public offering, including the related registration statements, research and
consultation related to our implementation of the Sarbanes-Oxley Act, due diligence related to acquisitions and divestitures, consulting related to financial
accounting and reporting standards and the annual benefit plan audit.
(3) Tax Fees consist of fees for professional services for tax compliance, tax advice and tax planning. These services include assistance regarding federal and
state tax compliance, return preparation and tax audits.

In accordance with our audit committee pre-approval policy, all audit and non-audit services performed for us by our independent accountants were pre-
approved by our audit committee. Our audit committee has considered whether the provision of non-audit services is compatible with maintaining the
independence of KPMG LLP and has concluded that it is.
Our audit committee’s pre-approval policy provides that our independent auditors shall not provide services that have the potential to impair or appear to
impair the independence of the audit role. The pre-approval policy requires our independent auditors to provide an annual engagement letter to our audit
committee outlining the scope of the audit services proposed to be performed during the fiscal year. Upon the audit committee’s acceptance of and agreement
with such engagement letter, the services within the scope of the proposed audit services shall be deemed pre-approved pursuant to the policy.
The pre-approval policy provides for categorical pre-approval of specified audit and permissible non-audit services and requires the specific pre-approval
by the audit committee, prior to engagement, of such services, other than audit services covered by the annual engagement letter. In addition, services to be
provided by our independent auditors that are not within the category of pre-approved services must be
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