Wendy's 2011 Annual Report Download - page 143

generally be by reference to classes of covered service, provided that the pre-approval is sufficiently detailed to identify
the scope of service to be provided. The policy includes a list of covered services that may be pre-approved, by class,
on an annual basis. Any engagement of the independent registered public accounting firm to perform a pre-approved
non-audit service is to be reported by management to the Audit Committee at its next scheduled meeting following
the engagement of the independent registered public accounting firm for such service.
Services proposed to be provided by the independent registered public accounting firm that have not been
pre-approved, by class, and the fees for such proposed services must be pre-approved on an individual basis by the
Audit Committee or its delegate. The total payments that may be made with respect to covered services that
constitute “Tax Fees” and “All Other Fees” (as shown above) that have been pre-approved by class may not exceed
$0.2 million per year. Once such amount has been expended in any year, any additional services (including any
additional payments for services in a pre-approved class of “Tax” or “Other” services) that constitute “Tax” or
“Other” services must be pre-approved on an individual basis unless otherwise authorized by the Audit Committee (or
its delegate(s)).
The Audit Committee may delegate to one or more of its members the authority to grant specific pre-approvals
under its policy with respect to audit, review, attest and permitted non-audit services (subject to the limitation on
“Tax” and “Other” services noted above), provided that the aggregate estimated fees for the current and all future
periods in which the service is to be rendered will not exceed $0.1 million and that the aggregate estimated fees of all
covered services approved by the delegate(s) during any fiscal year may not exceed $1.0 million. Any pre-approval
granted by a delegate(s) is to be reported to the full Audit Committee no later than its next scheduled meeting.
None of the non-audit services provided by Deloitte & Touche LLP, the member firms of Deloitte Touche
Tohmatsu, and their respective affiliates in 2011 were approved under the Securities and Exchange Commission’s de
minimis exception to audit committee approval.
PART IV
Item 15. Exhibits and Financial Statement Schedules.
(a) 1. Financial Statements
See Index to Financial Statements (Item 8).
2. Financial Statement Schedules:
Schedule I - Condensed Balance Sheets (Parent Company Only) - as of January 1, 2012 and January 2, 2011;
Condensed Statements of Operations (Parent Company Only) - for the fiscal years ended January 1, 2012, January 2,
2011 and January 3, 2010; Condensed Statements of Cash Flows (Parent Company Only) - for the fiscal years ended
January 1, 2012, January 2, 2011 and January 3, 2010.
All other schedules have been omitted since they are either not applicable or the information is contained
elsewhere in “Item 8. Financial Statements and Supplementary Data.”
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