The Audit Committee believes that the independent auditor can provide tax services to the
Company, such as tax compliance, tax planning and tax advice, without impairing such auditors independence. However, the Audit Committee will not permit the retention of the independent auditor in connection with a transaction initially
recommended by the independent auditor, the purpose of which may be tax avoidance and the tax treatment of which may not be supported in the Code and related regulations.
The Audit Committee may grant preapproval of those permissible non-audit services classified as All Other services that it
believes are routine and recurring services and would not impair the independence of the auditor. Preapproval fee levels for all such services to be provided by the independent auditor will be established annually by the Audit Committee. Any
proposed services exceeding these levels will require specific preapproval by the Audit Committee.
Requests or applications to provide
services that require specific approval by the Audit Committee will be submitted to the Audit Committee by the Chief Financial Officer or Chief Accounting Officer (or other designated officer) and must include a statement from that individual as to
whether, in his or her view, the request or application is consistent with the Securities and Exchange Commissions rules on auditor independence.
In addition, the Audit Committee has established procedures for, and received periodic reports on, the receipt, retention and treatment of
complaints received by the Company regarding accounting, internal accounting controls or auditing matters and the confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters
through the use of a third-party-managed telephone hotline.
PricewaterhouseCoopers LLPs fees for the annual audit, statutory audits and reviews of financial statements included in the
Companys quarterly filings, including reimbursable expenses, were $4,667,873 in 2016 and $4,585,000 in 2015, which fees were reviewed and approved by the Audit Committee.
PricewaterhouseCoopers LLPs fees for assurance and related services reasonably related to the performance of the audit or reviews of
financial statements and not included under Audit Fees above, including reimbursable expenses, were $13,560 in 2016 and $0 in 2015, which fees were reviewed and approved by the Audit Committee. These fees were for other audit-related
PricewaterhouseCoopers LLPs fees for tax compliance, tax advice and tax planning, including reimbursable expenses, were $835,511 in 2016
and $730,000 in 2015, which fees were reviewed and approved by the Audit Committee. These fees were primarily for tax due diligence and transaction analysis, as well as federal, multistate and international tax consulting.
All Other Fees
LLPs fees for other services, including a finance and accounting research tool provided by PricewaterhouseCoopers LLP, were $33,154 in 2016 and $108,000 in 2015, which fees were reviewed and approved by the Audit Committee.
Based on such review and discussion and in reliance thereon, the Audit Committee recommended to the Board of Directors, and the Board has
approved, that the audited financial statements be included in the Companys Annual Report on Form 10-K for the year ended December 31, 2016, for filing with the Securities and Exchange Commission.
Thomas S. Gayner, Chairman
Christopher C. Davis
Richard Wagoner, Jr.