the Company during 2014 was compatible with their
independence.
In performing all of these functions the Audit
Committee acts in an oversight capacity. The Audit
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
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 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, 2014, for
filing with the SEC.
For additional information, see the “The Audit
Committee” section on page 22.
Audit Committee
Douglas W. Johnson, Chairman
W. Paul Bowers
Charles B. Knapp
Melvin T. Stith
RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM (Proposal 3)
In February 2015, the Audit 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 2015, subject
to ratification by the shareholders.
Representatives of KPMG LLP are expected to be present at the 2015 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:
2014
2013
5,362,281
$
5,711,089
$
160,244
161,387
1,863
1,832
All other
268,312
-
5,792,700
$
5,874,308
$
Total fees:
Audit fees — Audit of the Company’s consolidated financial
statements for the years ended December 31 *
Tax fees
Audit-related fees **
* Includes $445,342 and $475,998, respectively, for the 2014 and 2013 audits of the Japan branch regulatory financial
statements.
** Includes fees relating to audits of the Company’s benefit plans and SSAE 16 attestation reports ($160,244 and $161,387 in
2014 and 2013, respectively).
*** Fees primarily relate to non-audit services associated with transformation initiatives and claims payment processes.
The Audit 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
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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