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Item 13. Certain Relationships and Related Party Transactions and Director Independence

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Item 13. Certain Relationships and Related Party Transactions and Director Independence

For information regarding certain relationship, related transactions and director independence of Entergy Corporation, see the Entergy Corporation Proxy Statement under the headings “Corporate Governance - Director Independence” and “Corporate Governance - Corporate Governance Policies - Review and Approval of Related Party Transactions.”

Entergy Corporation’s Board of Directors has adopted a written Related Party Transaction Approval Policy that applies to any transaction or series of transactions in which Entergy Corporation or a subsidiary is a participant:

  • When the amount involved exceeds $120,000; and

  • When a Related Party (an Entergy Corporation director or executive officer, any nominee for director, any shareholder owning an excess of 5% of the total equity of Entergy Corporation and any immediate family member of any such person) has a direct or indirect material interest in such transaction(s) (other than solely as a result of being a director or a less than 10% beneficial owner of another entity).

The policy is administered by Entergy Corporation’s Corporate Governance Committee. The committee will consider relevant facts and circumstance in determining whether or not to approve or ratify such a transaction, and will approve or ratify only those transactions that are, in the Corporate Governance Committee’s judgment, appropriate or desirable under the circumstances. The Corporate Governance Committee has determined that certain types of transactions do not create or involve a direct or indirect material interest, including (i) compensation and related party transactions involving a director or an executive officer solely resulting from service as a director or employment with Entergy Corporation so long as the compensation is approved by the Entergy Corporation Board of Directors (or an appropriate committee); (ii) transactions involving public utility services at rates or charges fixed in conformity with law or governmental authority; or (iii) all business relationships between Entergy Corporation and a Related Party made in the ordinary course of business on terms and conditions generally available in the marketplace an in accordance with applicable law. To Entergy Corporation’s knowledge, since January 1, 2020, neither Entergy Corporation nor any of its affiliates has participated in any Related Party transaction.

Item 14. Principal Accountant Fees and Services (Entergy Corporation, Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, Entergy Texas, and System Energy)

Aggregate fees billed to Entergy Corporation (consolidated), Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, Entergy Texas, and System Energy for the years ended December 31, 2020 and 2019 by Deloitte & Touche LLP were as follows:

20202019
Entergy Corporation (consolidated)
Audit Fees$9,323,550$8,710,000
Audit-Related Fees (a)786,000775,000
Total audit and audit-related fees10,109,5509,485,000
Tax Fees——
All Other Fees (b)183,06031,835
Total Fees (c)$10,292,610$9,516,835
Entergy Arkansas
Audit Fees$1,137,507$1,015,125
Audit-Related Fees (a)——
Total audit and audit-related fees1,137,5071,015,125
Tax Fees——
All Other Fees——
Total Fees (c)$1,137,507$1,015,125
Entergy Louisiana
Audit Fees$2,302,851$1,871,918
Audit-Related Fees (a)360,000360,000
Total audit and audit-related fees2,662,8512,231,918
Tax Fees——
All Other Fees——
Total Fees (c)$2,662,851$2,231,918
Entergy Mississippi
Audit Fees$982,507$1,005,125
Audit-Related Fees (a)——
Total audit and audit-related fees982,5071,005,125
Tax Fees——
All Other Fees——
Total Fees (c)$982,507$1,005,125
20202019
Entergy New Orleans
Audit Fees$1,027,507$950,125
Audit-Related Fees (a)——
Total audit and audit-related fees1,027,507950,125
Tax Fees——
All Other Fees——
Total Fees (c)$1,027,507$950,125
Entergy Texas
Audit Fees$1,258,220$1,165,125
Audit-Related Fees (a)——
Total audit and audit-related fees1,258,2201,165,125
Tax Fees——
All Other Fees——
Total Fees (c)$1,258,220$1,165,125
System Energy
Audit Fees$1,017,507$930,125
Audit-Related Fees (a)——
Total audit and audit-related fees1,017,507930,125
Tax Fees——
All Other Fees——
Total Fees (c)$1,017,507$930,125

(a)Includes fees for employee benefit plan audits, consultation on financial accounting and reporting, and other attestation services.

(b)Includes fees for cybersecurity assessment and license fee for accounting research tool.

(c)100% of fees paid in 2020 and 2019 were pre-approved by the Entergy Corporation Audit Committee.

Entergy Audit Committee Guidelines for Pre-approval of Independent Auditor Services

The Audit Committee has adopted the following guidelines regarding the engagement of Entergy’s independent auditor to perform services for Entergy:

1.The independent auditor will provide the Audit Committee, for approval, an annual engagement letter outlining the scope of services proposed to be performed during the fiscal year, including audit services and other permissible non-audit services (e.g. audit-related services, tax services, and all other services).

2.For other permissible services not included in the engagement letter, Entergy management will submit a description of the proposed service, including a budget estimate, to the Audit Committee for pre-approval. Management and the independent auditor must agree that the requested service is consistent with the SEC’s rules on auditor independence prior to submission to the Audit Committee. The Audit Committee, at its discretion, will pre-approve permissible services and has established the following additional guidelines for permissible non-audit services provided by the independent auditor:

aAggregate non-audit service fees are targeted at fifty percent or less of the approved audit service fee.

bAll other services should only be provided by the independent auditor if it is a highly qualified provider of that service or if the Audit Committee pre-approves the independent audit firm to provide the service.

3.The Audit Committee will be informed quarterly as to the status of pre-approved services actually provided by the independent auditor.

4.To ensure prompt handling of unexpected matters, the Audit Committee delegates to the Audit Committee Chair or its designee the authority to approve permissible services and fees. The Audit Committee Chair or designee will report action taken to the Audit Committee at the next scheduled Audit Committee meeting.

5.The Vice President and General Auditor will be responsible for tracking all independent auditor fees and will report quarterly to the Audit Committee.

PART IV

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