Board of Directors
Audit Committee Pre-Approval Policy
STATEMENT OF PRINCIPLES
The Audit Committee is required to pre-approve the audit and nonaudit services performed by the independent registered public accounting firm to assure that providing such services does not impair the firm’s independence. The appendices to this Policy describe the Audit, Audit-related, Tax, and All Other Services that have the general approval of the Audit Committee. The term of any general pre-approval is 12 months from the date of pre-approval unless the Committee specifically approves a different period. The Audit Committee will annually review and pre-approve the services that may be provided by the independent registered public accounting firm without obtaining specific pre-approval from the Committee. The Committee will revise the list of general pre-approval services from time to time, based on subsequent determinations. The Committee will specifically pre-approve all other services. The Committee will not delegate to management its responsibilities to pre-approve services performed by the independent registered public accounting firm. This policy supplements the provisions of the Audit Committee Charter.
I. DELEGATION OF AUTHORITY
The Committee may delegate pre-approval authority to one or more of its members, who shall report any pre-approval decisions to the Committee at its next scheduled meeting.
II. AUDIT SERVICES
A. The Committee will pre-approve all annual Audit Services engagement terms and fees. The Committee will approve all changes in terms, conditions, and fees resulting from Committee approved changes in audit scope.
B. The Committee may grant general pre-approval of other audit services that are services only the independent registered public accounting firm can reasonably provide. The Committee has pre-approved the Audit Services listed on Appendix A. All other audit services not listed in Appendix A must be specifically pre-approved by the Committee.
III. AUDIT RELATED SERVICES
The Committee believes the independent registered public accounting firm can provide Audit-Related Services without impairing its independence and has pre-approved the Audit-Related Services listed in Appendix B. All audit-related services not listed in Appendix B must be specifically pre-approved by the Committee.
IV. TAX SERVICES
A. The Committee believes the independent registered public accounting firm can provide Tax Services such as tax compliance, tax planning, and tax advice to Whirlpool without impairing its independence and has pre-approved the Tax Services listed in Appendix C. All tax services not listed in Appendix C must be specifically pre-approved by the Committee.
B. The Committee will not permit the independent registered public accounting firm to be retained in a transaction initially recommended by the firm where the sole business purpose may be tax avoidance and the tax treatment may not be supported by the Internal Revenue Code and related regulations.
V. ALL OTHER SERVICES
A. The Committee believes the independent registered public accounting firm can provide All Other Services that are routine and recurring services that would not impair the independence of the firm. The Committee has pre-approved the All Other Services listed in Appendix D. Permissible other services not listed in Appendix D must be specifically pre-approved by the Committee. A list of the SEC’s prohibited non-audit services is attached to this policy as Exhibit 1.
VI. PRE-APPROVAL FEE LIMITS
The Committee will establish pre-approval fee limits for all services to be provided by the independent registered public accounting firm. Any proposed services exceeding these limits will require specific pre-approval by the Committee.
Requests or applications to provide services that require specific approval by the Committee will be submitted to the Committee by both the independent registered public accounting firm and the Chief Financial Officer or the Vice President and Controller and must be consistent with applicable law regarding registered public accounting firm independence.
Pre-Approved Audit Services for Fiscal Year _____
Dated: ____________________, _______.
Audit Services Fee Limit
- 1. Annual financial statement audit (including required quarterly reviews), subsidiary audits, equity investment audits, and other procedures required to be performed by the independent registered public accounting firm to be able to form an opinion on Whirlpool’s consolidated financial statements.
- Statutory audits or financial audits for subsidiaries or affiliates of Whirlpool.
- 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.
- Attestation of management reports on internal controls.
- Consultations by 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. (Note: Under SEC rules, some consultations may be “audit-related” services rather than “audit” services.)
Pre-Approved Audit-Related Services for Fiscal Year _____
Dated: _________________, ______.
Audit-Related Services Fee Limit ($)
- Due diligence services pertaining to potential business acquisitions or dispositions.
- Financial statement audits of employee benefit plans.
- Agreed-upon or expanded audit procedures related to accounting and/or billing records required to respond to or comply with financial, accounting, or regulatory reporting matters.
- Internal control reviews and assistance with internal control reporting requirements.
- Consultations by management as to the accounting or disclosure treatment of transactions or events and/or the actual or potential impact of final or proposed rules, standards, or interpretations by the SEC, FASB, or other regulatory or standard-setting bodies (Note: Under SEC rules, some consultations may be “audit” services rather than “audit-related” services.)
- Attest services not required by statute or regulation.
- Information systems reviews not performed in connection with the audit (e.g., application, data center, and technical reviews)
- Statutory, subsidiary or equity investee audits incremental to the audit of the consolidated financial statements.
- Closing balance sheet audits pertaining to dispositions.
- General assistance with implementation of the requirements of SEC rules or listing standards promulgated pursuant to the Sarbanes-Oxley Act
Pre-Approved Tax Services for Fiscal Year ______
Dated: ___________________, _________.
Tax Services Fee Limit ($)
- U.S. federal, state, and local tax planning and advice.
- U.S. federal, state, and local tax compliance.
- International tax planning and advice.
- International tax compliance.
- Review of U.S. federal, state, local and international income, franchise, and other tax returns.
- Domestic and foreign tax planning, compliance, and advice.
- Assistance with tax audits and appeals before the IRS and similar state, local, and foreign agencies.
- Tax only valuation services, including transfer pricing and cost segregation studies.
- Tax advice and assistance regarding statutory, regulatory, or administrative developments.
- Expatriate tax assistance and compliance.
Pre-Approved All Other Services for Fiscal Year _______.
Dated: _____________________, ______.
All Other Services Fee Limit ($)
- Risk management advisory services, e.g., assessment and testing of security infrastructure controls.
- Treasury advisory services, e.g., review of check-clearing and float-management practices and recommendations regarding potential areas of improvement.
- [Description of All Other Service.]
- [Description of All Other Service.]
Prohibited Non-Audit Services under the Sarbanes-Oxley Act of 2002
- Bookkeeping or other services related to the accounting records or financial statements of Whirlpool or its subsidiaries or affiliates.*
- 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 resource administration or management services.
- Broker-dealer, investment advisor, or investment banking services.
- Legal services.
- Expert services unrelated to the audit.
* Unless the Committee determines that it is reasonable to conclude that the results of these services will not be subject to audit procedures during an audit of Whirlpool’s financial statements