Attached files
Exhibit 99.1
REVLON, INC.
2011 AUDIT COMMITTEE PRE-APPROVAL POLICY
I. Statement of Principles
The Audit Committee is required to pre-approve the audit and non-audit services performed by the
Companys independent auditor, KPMG LLP (KPMG LLP or the independent auditor), in order to
assure that KPMG LLPs provision of such services do not impair its independence. Unless a type of
service to be provided by the independent auditor is within the pre-approved services and dollar
limits set forth in the appendices attached to this Policy, the provision of such service by the
independent auditor will require specific pre-approval by the Audit Committee.
The appendices to this Policy describe the Audit Services, Audit-Related Services, Tax Services and
All Other Services that have the general pre-approval of the Audit Committee for 2011, as well as
the applicable dollar limits for the particular services. The Audit Committee will annually review
and pre-approve the services that may be provided by the independent auditor without obtaining
specific pre-approval from the Audit Committee. The Audit Committee may revise the list of general
pre-approved services from time to time, based on its subsequent determinations. The Audit
Committee does not delegate its responsibilities to pre-approve services performed by the
independent auditor to management.
II. Delegation
The Audit Committee may delegate pre-approval authority to one or more of its members for
Audit-Related, Tax Services or All Other Services (each as defined below) to be provided by the
independent auditor (but excluding Annual Audit Services referred to in Section III below and
prohibited services referred to in Section VII below). Specifically, the Chairman of the Audit
Committee may approve services which are not Annual Audit Services referred to in Section III below
or prohibited services referred to in Section VII below if the fees as to any applicable project
will not exceed $35,000, provided that the independent auditor complies with any applicable rules
or requirements of this Policy to document the services to the Audit Committee and to discuss such
services with the Audit Committee. The member or members to whom such authority is delegated shall
report any pre-approval decisions to the Audit Committee at least quarterly on the services
provided by KPMG LLP and the approximate fees paid or payable to KPMG LLP for such services during
the preceding quarter, including a report on any services pre-approved during such quarter by the
Chairman of the Audit Committee pursuant to this Section II.
III. Audit Services
The terms and fees of the annual Audit Services engagement, including, without limitation, the
independent auditors services in connection with the audit of the Companys annual financial
statements, the independent auditors review of the Companys financial statements included in the
Companys quarterly reports on Form 10-Q and the independent auditors testing and attestation on
managements report on the effectiveness of the Companys internal control over financial reporting
under Section 404 of the Sarbanes-Oxley Act of 2002, will be subject to the specific pre-approval
of the Audit Committee. The Audit Committee will also approve, if necessary, any changes in terms,
conditions and fees resulting from changes in audit scope or other matters.
In addition to the foregoing annual Audit Services engagement, the Audit Committee may grant
pre-approval for other Audit Services, which are those services that are normally provided by the
independent auditor in connection with statutory and regulatory filings or engagements for those
fiscal years and other services that generally only the independent auditor reasonably can provide,
such as comfort letters, statutory audits, attest services, consents and assistance with and review
of documents filed with the SEC. The Audit Committee has pre-approved the other Audit Services
listed in Appendix A, provided that such services do not exceed the pre-approved fees set
forth on Appendix A. All other Audit Services not listed in Appendix A must be specifically
pre-approved by the Audit Committee.
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IV. Audit-related Services
Audit-Related Services are assurance and related services that are reasonably related to the
performance of the audit or review of the Companys financial statements or that are traditionally
performed by the independent auditor, and in each case which are not covered by the Audit Services
described in Section III. Such services could include, among other things, employee benefit plan
audits, due diligence related to mergers and acquisitions, accounting consultations and audits in
connection with acquisitions, attest services and internal control reviews that are not required by
statute and regulation and consultations concerning financial accounting and reporting standards.
The Audit Committee believes that the provision of Audit-Related Services does not impair the
independence of the auditor, and has pre-approved the Audit-Related Services listed in Appendix
B, provided that such services do not exceed the pre-approved fees set forth on Appendix B.
All other Audit-Related Services not listed in Appendix B must be specifically pre-approved by the
Audit Committee, except to the extent covered by the delegation authority under Section II above.
As to all non-audit internal control services for the Company, the independent auditor must(1)
describe in writing to the Audit Committee the scope of the proposed non-audit internal control
service; (2) discuss with the Audit Committee any potential effects on the independent auditors
independence that could be caused by the independent auditors performance of the proposed
non-audit internal control service; and (3) document the substance of such discussions with the
Audit Committee.
v. Tax Services
The Audit Committee believes that the independent auditor can provide certain Tax Services to the
Company, such as (i) tax compliance (e.g., preparing original and amended state and federal
corporate tax returns, planning for estimated tax payments and preparation of tax return
extensions); (ii) tax advice; and (iii) tax planning, without impairing the auditors independence.
Tax advice and tax planning could include, without limitation, assistance with tax audits and
appeals, tax advice related to mergers and acquisitions and employee benefit plans and request for
rulings or technical advice from taxing authorities. However, the Audit Committee will not permit
the retention of the independent auditor (or any affiliate of the independent auditor) in
connection with the provision of any prohibited tax service listed in Exhibit 1 to the
Company or its affiliates, as the PCAOB has determined that such prohibited tax services would
impair the independent auditors independence.
The Audit Committee has pre-approved the Tax Services listed in Appendix C, provided that
such services do not exceed the pre-approved fees set forth on Appendix C. All other Tax Services
for the Company not listed in Appendix C must be specifically pre-approved by the Audit Committee,
except to the extent covered by the delegation authority under Section II above, provided that the
independent auditor complies with any applicable rules and the following requirements to document
the applicable Tax Services to the Audit Committee and to discuss such services with the Audit
Committee.
As to all Tax Services for the Company, the independent auditor must(1) describe in writing to
the Audit Committee the scope of the proposed Tax Service, the proposed fee structure for the
engagement and any agreement between the independent auditor and the Company and its affiliates
relating to the proposed Tax Service; (2) describe in writing to the Audit Committee any
compensation arrangement or other agreement, such as a referral agreement, a referral fee or
fee-sharing arrangement, between the independent auditor or any of its affiliates and any person
(other than the Company and its affiliates) with respect to the promoting, marketing or
recommending of any transaction covered by the Tax Service; (3) discuss with the Audit Committee
any potential effects of the proposed Tax Services on the independence of the independent auditor;
and (4) document the substance of such discussions with the Audit Committee.
vi. All Other Services
The Audit Committee may grant general pre-approval to 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, provided such All Other Services may not include Audit
Services referred to in Section III above or prohibited services referred to in Section VII below.
The Audit Committee has pre-approved the All Other
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Services listed in Appendix D, provided that such services do not exceed the pre-approved
fees set forth on Appendix D. Permissible All Other Services other than those listed in Appendix D
must be specifically pre-approved by the Audit Committee, except to the extent covered by the
delegation authority under Section II above.
VII. PROHIBITED SERVICES
The Company will not retain its independent auditors for any services that are prohibited
services as defined by applicable statutes or regulations, as may be in effect from time to time,
including, without limitation, those services prohibited by Section 201(a) of the Sarbanes-Oxley
Act of 2002 and the SECs or the PCAOBs rules and regulations and such other rules and regulations
as may be promulgated thereunder from time to time. Attached to this policy as Exhibit 1
is a current list of the SECs and PCAOBs prohibited non-audit services, including prohibited tax
services.
VIII. Pre-Approval Fee Levels
Pre-approval fee levels for all services to be provided by the independent auditor will be
established annually by the Audit Committee. Any services proposed to be provided by the
independent auditors during a fiscal year exceeding these levels will require specific pre-approval
by the Audit Committee.
IX. Procedures
Requests or applications to provide services that require specific approval by the Audit Committee
may be submitted to the Audit Committee by the independent auditor and any of the Companys Chief
Financial Officer, Corporate Controller or Chief Legal Officer.
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Appendix A
Pre-Approved Audit Services for Fiscal Year 2011
Dated: October 26, 2010
Service | ||
Statutory audits or financial audits for subsidiaries of the Company |
||
Services associated with SEC registration statements, periodic
reports and other documents filed with the SEC or other documents
issued in connection with securities offerings (e.g., comfort
letters, consents), and assistance in responding to SEC comment
letters |
||
Consultations by the Companys management as to the accounting or
disclosure treatment of transactions or events and/or the actual or
potential impact of final or proposed rules, standards or
interpretations by the SEC, FASB, or other regulatory or standard
setting bodies
|
Total Pre-Approved Annual Fees for Pre-Approved Audit Services: | |
$50,000 |
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Appendix B
Pre-Approved Audit-Related Services for Fiscal Year 2011
Dated: October 26, 2010
Service | ||||
1.
|
Due diligence services pertaining to potential business acquisitions/dispositions | |||
2.
|
Financial statement audits of employee benefit plans | |||
3.
|
Agreed-upon or expanded audit procedures related to accounting and/or billing records required to respond to or comply with financial, accounting or regulatory reporting matters | |||
4.
|
Attest services and internal control reviews not required by statute or regulation | |||
5.
|
Audit work in connection with liquidations and contract terminations; legal entity dissolution/restructuring assistance; and inventory audits | |||
Total Pre-Approved Annual Fees for Pre-Approved Audit-Related Services: |
||||
$200,000 |
The foregoing pre-approval of non-audit internal control services identified on this Appendix B is
subject in all cases to compliance with Section IV of this Pre-Approval Policy, including without
limitation, compliance with applicable rules to document the services to the Audit Committee and to
discuss such services with the Audit Committee.
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Appendix C
Pre-Approved Tax Services for Fiscal Year 2011*
Dated: October 26, 2010
Service | ||||
1.
|
U.S. federal, state and local tax compliance, including, without limitation, review of income, franchise and other tax returns | |||
2.
|
International tax compliance, including, without limitation, review of income, franchise and other tax returns | |||
3.
|
U.S. federal, state and local tax advice, including, without limitation, general tax advisory services | |||
4.
|
International tax advice, including, without limitation, intercompany pricing and advanced pricing agreement services, general tax advisory services and tax audits and appeals services | Total Pre-Approved Annual Fees for Pre-Approved Tax Services: | ||
$300,000 |
* | The foregoing pre-approval of Tax Services identified on this Appendix C is subject in all cases to compliance with Section V of this Pre-Approval Policy, including without limitation, compliance with applicable rules to document the services to the Audit Committee and to discuss such services with the Audit Committee. |
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Appendix D
Pre-Approved All Other Services for Fiscal Year 2011
Dated: October 26, 2010
Service | ||
All Other Services approved by the
Chairman of the Audit Committee pursuant to Section II of this
policy, provided that the
independent auditor complies with
any applicable rules and
requirements of this Policy to
document the services to the Audit
Committee and to discuss such
services with the Audit Committee
(and in each case excluding Audit
Services described in Section III
and prohibited services described in
Section VII).
|
Total Pre-Approved Annual Fees for Pre-Approved All Other Services: |
|
$35,000 per project |
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Exhibit 1
I. PROHIBITED NON-AUDIT SERVICES
| Bookkeeping or other services related to the accounting records or financial statements of the audit client | ||
| Financial information systems design and implementation* | ||
| Appraisal or valuation services, fairness opinions or contribution-in-kind reports* | ||
| Actuarial services* | ||
| Internal audit outsourcing services* | ||
| Management functions | ||
| Human resources | ||
| Broker-dealer, investment adviser or investment banking services | ||
| Legal services | ||
| Expert services unrelated to the audit |
Each of these prohibited services is subject to applicable exceptions under the SECs rules.
II. PROHIBITED TAX SERVICES
The PCAOB has determined the following services to be Prohibited Tax Services for the independent auditor (including any affiliate of the independent auditor, as defined in PCAOB Rule 3501(a)(i)): |
| any service or product by the independent auditor or any of its affiliates for the Company and its affiliates for a contingent fee or a commission, including any fee established for the sale of a product or the performance of any service pursuant to an arrangement in which no fee would be payable unless a specified finding or result is attained or the amount of the fee is otherwise dependent on the finding or result of such product or service, taking into account any rights to reimbursements, refunds or other repayments that could modify the amount received in a manner that make it contingent on a finding or result (excluding fees where the amount is fixed by courts or other public authorities and is not dependent on a finding or result), or the independent auditor or any of its affiliates receives, directly or indirectly, a contingent fee or commission; | ||
| non-audit services by the independent auditor or any of its affiliates for the Company and its affiliates related to marketing, planning or opining in favor of the tax treatment of a confidential transaction as defined under PCAOB Rule 3501(c)(i) or an aggressive tax position transaction (including, without limitation, any transaction that is a listed transaction under applicable U.S. Treasury regulations) that was (i) initially recommended, directly or indirectly, by the independent auditor or another tax advisor with which the independent auditor has a formal agreement or other arrangement related to the promotion of such transactions, and (ii) a significant purpose of which is tax avoidance, unless the proposed tax treatment is at least more likely than not to be allowable under applicable tax laws; and | ||
| tax services by the independent auditor or any of its affiliates for persons that serve in a financial reporting oversight role at the Company or its affiliates, including any employee who is in a position to, or does, exercise influence over the contents of the Companys financial statements or any employee who prepares the financial statements, including, without limitation, the Companys chief executive officer, president, chief financial officer, chief operating officer, general counsel, chief accounting officer, controller, director of internal audit, director of financial reporting, treasurer or any equivalent position, including for any immediate family member of such employees (being such employees spouse, spousal equivalent and dependents), but excluding tax services for (i) any person that serve in a financial reporting oversight role for the Company or its affiliates solely because such person serves as a member of the Board of Directors, the Audit Committee, any other Board committee or similar management or governing body of the Company or its affiliates (in each case who do not otherwise occupy an employment position in a financial oversight role), (ii) any person serving in a financial reporting oversight role at the Company or its affiliates only because of such persons relationship to an affiliate of the Company if such affiliates financial statements (1) are not material to the Companys consolidated financial statements or (2) are audited by an auditor other than the Companys independent auditor or its associated persons and (iii) employees who were not in a financial reporting oversight role for the Company or its affiliates before a hiring, promotion or other change in employment event and the tax services were provided by the independent auditor or any of its affiliates to such person pursuant to an engagement in process before the hiring, promotion or other change in employment event, provided that such tax services are completed on or before 180 days after the hiring or promotion event. |
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