Juno 2015 Annual Report Download - page 46

Table of Contents
Pursuant to our Audit Committee’s written charter, our Audit Committee is charged with monitoring and reviewing issues involving potential
conflicts of interest, and reviewing and approving any potential related-party transactions which could be required to be disclosed under Item 404 of
Regulation S-K, unless such transactions have been approved by a comparable committee of the Board of Directors or the Board of Directors as a whole. A
copy of the Audit Committee’s written charter is available on our corporate website (www.unitedonline.com) under “Investors.” Under Item 404 of
Regulation S-K, a related-party transaction is defined as any transaction or proposed transaction in which the Company was or is to be a participant and the
amount involved exceeds $120,000 in a fiscal year, and in which any of the following had or will have a direct or indirect material interest: the Company’s
directors, director nominees, executive officers, greater than five percent beneficial owners, or any immediate family member of any of the foregoing. In the
course of the Audit Committee’s review to approve or disapprove related-party transactions, the Audit Committee may consider, among other things, any of
the following: the nature of the related person’s interest in the transaction; the material terms of the transaction, including, within limitation, the amount and
type of transaction; the importance of the transaction to each party; the reasons for the Company entering into the transaction with the related person;
whether the transaction would impair the judgment of a director or executive officer to act in the best interest of the Company; and any other matters the
Audit Committee deems appropriate. There have been no related-party transactions since January 1, 2015, nor are there any currently proposed related-party
transactions, in which we were or are to be a participant.
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Eight individuals sit on our Board of Directors, all of whom, except for Mr. Goldstein, are “independent directors” as that term is defined in
Rule 5605(a)(2) of the Nasdaq Marketplace Rules.
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The aggregate fees billed by PricewaterhouseCoopers LLP for the professional services described below for the periods presented were as follows (in
thousands):
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Audit Fees(1) $ 2,425 $ 2,488
Audit-Related Fees(2) 149 —
Tax Fees(3) 3 6
All Other Fees(4) 9 9
Total $ 2,586 $ 2,503
(1) Represents fees incurred for the integrated audit of our consolidated financial statements and of our internal control over financial
reporting and review of the interim condensed consolidated financial statements, as well as fees incurred for audit services that are
normally provided by PricewaterhouseCoopers LLP in connection with other statutory or regulatory filings or engagements.
(2) Represents fees incurred for assurance and related services that are normally performed by PricewaterhouseCoopers LLP, are
reasonably related to the performance of the audit or review of our consolidated financial statements and are not reported under
“Audit Fees.”
(3) Represents fees primarily incurred in connection with domestic and international tax compliance and consulting services.
(4) Fees for other professional services were related to accessing PricewaterhouseCoopers LLP’s online research databases.
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The Audit Committee of the Board of Directors has determined that the provision by PricewaterhouseCoopers LLP of the services covered under the
heading “All Other Fees” above is compatible with maintaining PricewaterhouseCoopers LLP’s independence.
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