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provision of non-audit services provided by them to
the Company during 2015 was compatible with their
independence.
In performing all of these functions the Audit and Risk
Committee acts in an oversight capacity. The Audit
and Risk Committee reviews the Company’s quarterly
and annual reports on Form 10-Q and Form 10-K prior
to filing with the SEC. In its oversight role the Audit
and Risk Committee relies on the work and
assurances of the Company’s management, which
has the primary responsibility for establishing and
maintaining adequate internal control over financial
reporting and for preparing the financial statements
and other reports, and of KPMG, who is engaged to
audit and report on the consolidated financial
statements of the Company and the effectiveness of
the Company’s internal control over financial
reporting.
In reliance on these reviews and discussions, and the
reports of KPMG, the Audit and Risk Committee has
recommended to the Board of Directors, and the
Board has approved the audited financial statements
to be included in the Company’s Annual report on
Form 10-K for the year ended December 31, 2015, for
filing with the SEC.
For additional information, see the “The Audit and
Risk (Formerly Audit) Committee” section on page 18.
Audit and Risk Committee
Douglas W. Johnson, Chairman
W. Paul Bowers
Charles B. Knapp
Melvin T. Stith
Joseph L. Moskowitz
RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM (Proposal 3)
In February 2016, the Audit and Risk Committee voted to appoint KPMG LLP, an independent registered public
accounting firm, to perform the annual audit of the Company’s consolidated financial statements for the fiscal year
2016, subject to ratification by the shareholders.
Representatives of KPMG LLP are expected to be present at the 2016 Annual Meeting of Shareholders with the
opportunity to make a statement if they so desire. Such representatives are expected to be available to respond to
appropriate questions.
The aggregate fees for professional services rendered to the Company by KPMG LLP for the years ended December
31, were as follows:
2015
2014
Audit fees — Audit of the Company’s consolidated financial
statements for the years ended December 31 *
$5,550,443
$5,362,281
Audit-related fees **
164,500
160,244
Tax fees
1,895
1,863
All other fees***
—
268,312
Total fees:
$5,716,838
$5,792,700
* Includes $402,218 and $445,342, respectively, for the 2015 and 2014 audits of the Japan branch regulatory financial
statements.
** Includes fees relating to audits of the Company’s benefit plans and SSAE 16 attestation reports.
*** Fees primarily relate to non-audit services associated with transformation initiatives and claims payment processes.
The Audit and Risk Committee of the Board of Directors has considered whether the provision of the non-audit
professional services is compatible with maintaining KPMG LLP’s independence and has concluded that it is. The
Audit and Risk Committee pre-approves all audit and non-audit services provided by KPMG LLP
in accordance with
SEC rules, subject to the
de minimis
exceptions for non-audit services.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR”
RATIFICATION OF THE SELECTION OF KPMG LLP
AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.
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