Harris Teeter 2011 Annual Report Download - page 110

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PROPOSAL 4
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 September 30, 2012. Although the Audit Committee
has the sole authority to select and appoint the independent registered public accounting firm, the Board of Directors
deems it advisable to obtain your ratification of this appointment. In retaining KPMG LLP 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 votes cast with respect to this matter
at the Annual Meeting in person or by proxy.
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
September 30, 2012. 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
October 2, 2011 ($) October 3, 2010 ($)
Audit Fees .............................. 930,044 989,526
Audit Related Fees ....................... — —
Tax Fees (1) ............................ 382,020 689,741
All Other Fees (2) ....................... 100,000 —
(1) These amounts were incurred entirely for tax compliance services for the respective fiscal years.
(2) These amounts were incurred for tax analysis in connection with the sale of A&E.
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 non-audit
services that are recurring may be pre-approved by the Audit Committee subject to pre-set fee limits. If a category
of services is so approved, the Audit Committee will be regularly updated regarding the status of those services
and the fees incurred. The Audit Committee reviews requests for the provision of audit and non-audit services by
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