Audit Committee reviewed with the independent registered public accounting firm its judgments as to the quality and the acceptability
of our financial reporting and such other matters as are required to be discussed with the committee under auditing standards
of the Public Company Accounting Oversight Board (PCAOB). In addition, the committee discussed with the independent registered
public accountants, the firm’s independence from management and the Company, including the matters in the accountants’
written disclosures regarding the auditors’ independence required by PCAOB Ethics and Independence Rule 3526, Communication
with Audit Committees Concerning Independence.
independent registered public accountants did not provide any non-audit services to us during 2018.
Audit Committee also discussed with the Company’s internal audit service provider and the independent registered public
accounting firm in advance the overall scope and plans for their respective audits. The committee meets regularly with the internal
audit service provider and the independent registered public accounting firm, with and without management present, to discuss
the results of their examinations, their evaluations of the Company’s internal controls, and the overall quality of the
Company’s financial reporting.
reliance on the reviews and discussions referred to above, the Audit Committee recommended to the Board of Directors that the
audited financial statements be included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2018 for filing
with the SEC. Submitted by the Audit Committee of the Board of Directors,
J. Messey, Chair
report of the Audit Committee will not be deemed incorporated by reference by any general statement incorporating by reference
this proxy statement or portions thereof into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934,
except to the extent that we specifically incorporate by reference the Audit Committee report, and will not otherwise be deemed
filed under such Acts.
2: RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS
Audit Committee, pursuant to its charter, has appointed Ernst & Young LLP as the Company’s independent registered public
accountants to examine the financial statements of the Company for our 2019 fiscal year.
the Audit Committee is responsible for the appointment, compensation, retention, termination and oversight of the independent
registered public accounting firm, the Audit Committee and our Board are requesting, as a matter of policy, that the shareholders
ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accountants for 2019. The
Audit Committee is not required to take any action as a result of the outcome of the vote on this proposal. However, if the shareholders
do not ratify the appointment, the Audit Committee may investigate the reasons for shareholder rejection and may consider whether
to retain Ernst & Young LLP or to appoint another firm. Furthermore, even if the appointment is ratified, the Audit Committee
in its discretion may direct the appointment of a different independent registered public accounting firm at any time during the
year if the Audit Committee determines that such a change would be in the best interests of the Company and its shareholders.
formal statement by representatives of Ernst & Young LLP is not planned for the Annual Meeting. However, Ernst & Young
LLP representatives are expected to be present at the meeting and available to respond to appropriate questions.
affirmative vote of the holders of a majority of the shares present in person or by proxy and entitled to vote at the Annual Meeting
will be required to ratify the selection of Ernst & Young LLP.
BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP
AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2019.