Texas Instruments 2014 Annual Report Download - page 117

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PROXY STATEMENT
Proposal to ratify appointment of independent registered public accounting firm
The Audit Committee of the board has the authority and responsibility for the appointment, compensation, retention and oversight of the
work of TI’s independent registered public accounting firm. The Audit Committee has appointed Ernst & Young LLP to be TI’s independent
registered public accounting firm for 2015.
TI has engaged Ernst & Young or a predecessor firm to serve as the company’s independent registered public accounting firm for over
60 years. In order to assure continuing auditor independence, the Audit Committee periodically considers whether the annual audit of
TI’s financial statements should be conducted by another firm.
The lead audit partner on the TI engagement serves no more than five consecutive years in that role, in accordance with SEC rules. The
Audit Committee Chair and management have direct input into the selection of the lead audit partner.
The members of the Audit Committee and the board believe that the continued retention of Ernst & Young to serve as the company’s
independent registered public accounting firm is in the best interest of the company and its investors. Consequently, the board asks
the stockholders to ratify the appointment of Ernst & Young. If the stockholders do not ratify the appointment, the Audit Committee will
consider whether it should appoint another independent registered public accounting firm.
Representatives of Ernst & Young are expected to be present, and to be available to respond to appropriate questions, at the annual
meeting. They have the opportunity to make a statement if they desire to do so; they have indicated that, as of this date, they do not.
The fees for services provided by Ernst & Young to the company are described below:
Audit fees. Ernst & Young’s Audit Fees were $9,134,000 in 2014 and $8,662,000 in 2013. The services provided in exchange for these
fees were our annual audit, including the audit of internal control over financial reporting, reports on Form 10-Q, assistance with public
debt offerings, statutory audits required internationally and accounting consultations.
Audit-related fees. Ernst & Young’s fees for Audit-related services were $797,000 in 2014 and $685,000 in 2013. The services provided
in exchange for these fees included employee benefit plan audits, certification procedures relating to compliance with local-government
or other regulatory standards for various non-U.S. subsidiaries, and access to Ernst & Young’s online research tool.
Tax fees. Ernst & Young’s fees for professional services rendered for tax compliance (preparation and review of income tax returns and
other tax-related filings) and tax advice on U.S. and foreign tax matters were $1,802,000 in 2014 and $1,836,000 in 2013.
All other fees. Ernst & Young’s fees for all other professional services rendered were $32,000 in 2014 and $95,000 in 2013 for the
TI Foundation audit, training and assistance with insurance claims.
Pre-approval policy. The Audit Committee is required to pre-approve the audit and non-audit services to be performed by the independent
registered public accounting firm in order to assure that the provision of such services does not impair the firm’s independence.
Annually the independent registered public accounting firm and the director of internal audits present to the Audit Committee services
expected to be performed by the firm over the next 12 months. The Audit Committee reviews and, as it deems appropriate, pre-approves
those services. The services and estimated fees are presented to the Audit Committee for consideration in the following categories:
Audit, Audit-related, Tax and All other (each as defined in Schedule 14A of the Securities Exchange Act). For each service listed in those
categories, the committee receives detailed documentation indicating the specific services to be provided. The term of any pre-approval
is 12 months from the date of pre-approval, unless the Audit Committee specifically provides for a different period. The Audit Committee
reviews on at least a quarterly basis the services provided to date by the firm and the fees incurred for those services. The Audit
Committee may revise the list of pre-approved services and related fees from time to time, based on subsequent determinations.
In order to respond to time-sensitive requests for services that may arise between regularly scheduled meetings of the Audit
Committee, the committee has delegated pre-approval authority to its Chair (the Audit Committee does not delegate to management its
responsibilities to pre-approve services). The Chair reports pre-approval decisions to the Audit Committee and seeks ratification of such
decisions at the Audit Committee’s next scheduled meeting.
The Audit Committee or its Chair pre-approved all services provided by Ernst & Young during 2014.
The board of directors recommends a vote FOR ratification of the appointment of Ernst & Young LLP as the company’s
independent registered public accounting firm for 2015.