filings.toolsItem 13. Certain Relationships and Related Party Transactions and Director Independence
7K characters. Original on sec.gov · Markdown
Item 13. Certain Relationships and Related Party Transactions and Director Independence
The additional information required by this item will be set forth under Director Independence and Review and Approval of Related Persons Transactions in the 2022 Entergy Proxy Statement, to be filed in connection with the Annual Meeting of Shareholders to be held May 6, 2022, which is incorporated herein by reference.
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, 2021 and 2020 by Deloitte & Touche LLP (PCAOB ID No. 34) were as follows:
| 2021 | 2020 | ||||||||||
| Entergy Corporation (consolidated) | |||||||||||
| Audit Fees | $9,030,000 | $9,200,000 | |||||||||
| Audit-Related Fees (a) | 1,634,175 | 909,550 | |||||||||
| Total audit and audit-related fees | 10,664,175 | 10,109,550 | |||||||||
| Tax Fees | — | — | |||||||||
| All Other Fees (b) | 392,895 | 183,060 | |||||||||
| Total Fees (c) | $11,057,070 | $10,292,610 | |||||||||
| Entergy Arkansas | |||||||||||
| Audit Fees | $1,086,857 | $1,137,507 | |||||||||
| Audit-Related Fees (a) | — | — | |||||||||
| Total audit and audit-related fees | 1,086,857 | 1,137,507 | |||||||||
| Tax Fees | — | — | |||||||||
| All Other Fees | — | — | |||||||||
| Total Fees (c) | $1,086,857 | $1,137,507 | |||||||||
| Entergy Louisiana | |||||||||||
| Audit Fees | $2,163,714 | $2,225,014 | |||||||||
| Audit-Related Fees (a) | 783,092 | 437,837 | |||||||||
| Total audit and audit-related fees | 2,946,806 | 2,662,851 | |||||||||
| Tax Fees | — | — | |||||||||
| All Other Fees | — | — | |||||||||
| Total Fees (c) | $2,946,806 | $2,662,851 | |||||||||
| Entergy Mississippi | |||||||||||
| Audit Fees | $1,121,857 | $982,507 | |||||||||
| Audit-Related Fees (a) | — | — | |||||||||
| Total audit and audit-related fees | 1,121,857 | 982,507 | |||||||||
| Tax Fees | — | — | |||||||||
| All Other Fees | — | — | |||||||||
| Total Fees (c) | $1,121,857 | $982,507 | |||||||||
| Entergy New Orleans | |||||||||||
| Audit Fees | $1,096,857 | $1,027,507 | |||||||||
| Audit-Related Fees (a) | 212,896 | — | |||||||||
| Total audit and audit-related fees | 1,309,753 | 1,027,507 | |||||||||
| Tax Fees | — | — | |||||||||
| All Other Fees | — | — | |||||||||
| Total Fees (c) | $1,309,753 | $1,027,507 |
| 2021 | 2020 | ||||||||||
| Entergy Texas | |||||||||||
| Audit Fees | $1,131,857 | $1,212,507 | |||||||||
| Audit-Related Fees (a) | 252,187 | 45,713 | |||||||||
| Total audit and audit-related fees | 1,384,044 | 1,258,220 | |||||||||
| Tax Fees | — | — | |||||||||
| All Other Fees | — | — | |||||||||
| Total Fees (c) | $1,384,044 | $1,258,220 | |||||||||
| System Energy | |||||||||||
| Audit Fees | $1,046,857 | $1,017,507 | |||||||||
| Audit-Related Fees (a) | — | — | |||||||||
| Total audit and audit-related fees | 1,046,857 | 1,017,507 | |||||||||
| Tax Fees | — | — | |||||||||
| All Other Fees | — | — | |||||||||
| Total Fees (c) | $1,046,857 | $1,017,507 |
(a)Includes fees for employee benefit plan audits, consultation on financial accounting and reporting, and other attestation services.
(b)Includes fees for cybersecurity assessment, ethics and compliance assessment, and license fee for accounting research tool.
(c)100% of fees paid in 2021 and 2020 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
Previous: Item 12. Security Ownership of Certain Beneficial Owners and Management · Next: Item 15. Exhibits and Financial Statement Schedules