Hubbell Policies

PROFESSIONAL SERVICES - PRICE WATERHOUSE COOPERS (PWC) POLICY

English

Owner : Vice President, Controller

Last Review: 2014.07.15

FIN - 13

Department: Finance

POLICY No Business unit may engage PwC to perform any service unless it has received prior written approval to do so from the Company’s VP, Corporate Controller, which written approval will only be given upon the Audit Committee’s approval of the service/fee to be provided. SCOPE This policy applies to any proposal for services to be provider to Hubbell by PwC and includes, but is not limited to, statutory audits, tax services, consulting services, internal audit, financial statement preparation or staff loan, or other agreed upon procedures. PURPOSE Under the Sarbanes-Oxley Act of 2002 (“SOX”), the Audit committee of the Board of Directors is responsible for the appointment, compensation and oversight of the work of the independent auditor (PwC). As part of this responsibility, the Audit Committee is required to pre-approve audit and non-audit services performed by PwC in order to assure that they do not impair the PwC’s independence from the Company. To implement these provisions of SOX, The Securities and Exchange Commission (“SEC”) has issued rules specifying the types of services that an independent auditor may not provide to its audit client, as well as the Audit Committee’s administration of the engagement of the independent auditor. The Audit Committee has adopted, in accordance with Article IV. 15 of its Charter of March 10, 2003, an Audit and Non-Audit Services Pre-Approval Policy (“Policy”), which sets forth the procedures and the conditions pursuant to which services proposed to be performed by PwC may be pre-approved by the Audit Committee of the Hubbell Board of Directors. Certain services are deemed Prohibited Services and shall not be provided by the PwC. See Definitions below for those Prohibited Services. Other Audit, Audited Related, and Tax services may be provided, subject to the review and pre approval of the VP, Corporate Controller, which written approval will only be given upon the Audit Committee’s approval of the service/fee to be provided. Due to the above-mentioned regulatory requirement, and in order to comply with the Audit and Non-Audit Services Pre-Approval Policy of the Audit Committee, business units are required to consult with the Company's VP, Corporate Controller before engaging PwC to perform any service. PROCEDURE All requests or applications from PwC to provide services shall be submitted by the business unit to the VP, Corporate Controller and must include a detailed description of the services to be rendered. The VP, Corporate Controller will determine whether such services are included within the list of services that have received the pre-approval of the Audit Committee. Requests or applications to provide services that require pre-approval by the Audit Committee shall be submitted to the Audit Committee by both the PwC and the VP, Corporate Controller, and must include a joint statement as to whether, in their view, the request or application is consistent with the SEC’s rules on auditor independence.

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