Waste Management 2015 Annual Report Download - page 57

R ATIFICATION OF I NDEPENDENT R EGISTERED P UBLIC
A CCOUNTING F IRM
(I TEM 2 ON T HE P ROXY C ARD )
Our Board of Directors, upon the recommendation of the Audit Committee, has ratified the selection of
Ernst & Young LLP to serve as our independent registered public accounting firm for fiscal year 2016, subject to
ratification by our stockholders.
Representatives of Ernst & Young LLP will be at the annual meeting. They will be able to make a statement
if they want, and will be available to answer any appropriate questions stockholders may have.
Although ratification of the selection of Ernst & Young is not required by our By-laws or otherwise, we are
submitting the selection to stockholders for ratification because we value our stockholders’ views on our
independent registered public accounting firm and as a matter of good governance. If our stockholders do not
ratify our selection, it will be considered a direction to our Board and Audit Committee to consider selecting
another firm. Even if the selection is ratified, the Audit Committee may, in its discretion, select a different
independent registered public accounting firm, subject to ratification by the Board, at any time during the year if
it determines that such a change is in the best interests of the Company and our stockholders.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE RATIFICATION
OF ERNST & YOUNG LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR FISCAL YEAR 2016.
Independent Registered Public Accounting Firm Fee Information
Fees for professional services provided by our independent registered public accounting firm in each of the
last two fiscal years, in each of the following categories, were as follows:
2015 2014
(In millions)
Audit Fees ............................................................................... $5.1 $5.3
Audit-Related Fees ........................................................................ 0.6 2.0
Tax Fees ................................................................................ 0.1 —
All Other Fees ............................................................................ ——
Total ................................................................................... $5.8 $7.3
Audit fees includes fees for the annual audit, reviews of the Company’s Quarterly Reports on Form 10-Q,
work performed to support the Company’s debt issuances, accounting consultations, and separate subsidiary
audits required by statute or regulation, both domestically and internationally. Audit-related fees principally
include financial due diligence services relating to certain potential acquisitions and separate subsidiary audits
not required by statute or regulation included in 2014.
The Audit Committee has adopted procedures for the approval of Ernst & Young’s services and related fees.
At the beginning of each year, all audit and audit-related services, tax fees and other fees for the upcoming audit
are provided to the Audit Committee for approval. The services are grouped into significant categories and
provided to the Audit Committee in the format shown above. All projects that have the potential to exceed
$100,000 are separately identified and reported to the Committee for approval. The Audit Committee Chairman
has the authority to approve additional services, not previously approved, between Committee meetings. Any
additional services approved by the Audit Committee Chairman between Committee meetings are ratified by the
full Audit Committee at the next regularly scheduled meeting. The Audit Committee is updated on the status of
all services and related fees at every regular meeting. In 2015 and 2014, the Audit Committee pre-approved all
audit and audit-related services performed by Ernst & Young.
As set forth in the Audit Committee Report on page 9, the Audit Committee has considered whether the provision
of these audit-related services is compatible with maintaining auditor independence and has determined that it is.
Vote Required for Approval
Approval of this proposal requires the affirmative vote of a majority of the shares present at the meeting, in
person or represented by proxy, and entitled to vote.
53