Harris Teeter 2009 Annual Report Download - page 113

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39
PROPOSAL 2
RATIFICATION OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Audit Committee of the Board of Directors has retained KPMG LLP as the Company’s independent
registered public accounting firm for the fiscal year ending October 3, 2010. Although the Audit Committee has
the sole authority to select and appoint the independent registered public accounting firm, we deem it advisable
to obtain your ratification of this appointment. In recommending to the Board of Directors that KPMG LLP
be retained as the Company’s independent registered public accounting firm, the Audit Committee considered
whether the provision of non-audit services by KPMG LLP was compatible with maintaining KPMG LLP’s
independence and concluded that it was.
Representatives of KPMG LLP are expected to be present at the Annual Meeting and will have the
opportunity to respond to appropriate questions and to make a statement if they desire.
Vote Required
The ratification of the appointment of KPMG LLP as the Company’s independent registered public
accounting firm requires the affirmative vote of the shareholders holding a majority of the shares of Common
Stock present at the Annual Meeting in person or by proxy and entitled to vote.
The Board of Directors recommends that the shareholders vote for the ratification of the appointment
of KPMG LLP as the Company’s Independent Registered Public Accounting Firm for the Fiscal Year
Ending October 3, 2010. If the shareholders do not ratify the appointment of KPMG LLP, the Audit Committee
will consider a change in independent registered public accounting firm for the next fiscal year.
Audit Fees
The fees billed or incurred by KPMG LLP for services rendered to the Company for the fiscal years
indicated were as follows:
Fiscal Year Ended
September 27, 2009 September 28, 2008
Audit Fees ($) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,008,297 1,197,830
Audit Related Fees ($) . . . . . . . . . . . . . . . . . . . . . . . . — —
Tax Fees (1) ($) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 489,655 451,537
All Other Fees ($) ............................ — —
(1) These amounts were incurred entirely for tax compliance services for the respective fiscal years.
Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services by the
Independent Registered Public Accounting Firm
The Audit Committee is responsible for the appointment, compensation and oversight of the work of the
independent public accountants. As part of this responsibility, the Audit Committee is required to pre-approve
all audit and non-audit services performed by the independent public accountants in order to assure that they do
not impair the accountant’s independence from the Company. Accordingly, the Audit Committee has adopted
procedures and conditions under which services proposed to be performed by the independent public accountants
must be pre-approved.
Pursuant to this policy, the Audit Committee will consider annually and approve the terms of the audit
engagement. Any proposed engagement relating to permissible non-audit services must be presented to the
Audit Committee and pre-approved on a case-by-case basis. In addition, particular categories of permissible