POLICIES
AND PROCEDURES REGARDING SERVICES
PROVIDED
BY INDEPENDENT AUDITORS
2007
PURPOSE
Four
Seasons Hotels Inc. and its controlled subsidiaries (together the “Company”)
should not obtain services from KPMG LLP or any other audit firm that attests
any financial statements or other financial information of the Company or
from
an affiliate of such audit firm (the audit firm, together with its affiliates,
being an “independent auditor”) if those services would reasonably be expected
to compromise or impair the independence of the independent auditor. In this
context, the Audit Committee is required to pre-approve the audit and non-audit
services performed by an independent auditor.
Nothing
in these policies and procedures shall be, or be interpreted as, a delegation
to
management of any of the responsibilities of the Audit Committee under
applicable legislation, regulatory requirements and policies of the Canadian
Securities Administrators.
PRE-APPROVAL
PROCESS
The
approval contemplated by this policy may be given through pre-approval by
the
Audit Committee of the terms, conditions and fees for specific services.
Proposals for an independent auditor to provide services that require specific
approval by the Audit Committee should be submitted to the Audit Committee
by
the independent auditor and the Chief Financial Officer. Those proposals
should
describe the terms and conditions and fees for those services and should
include
a statement by the independent auditor and the Chief Financial Officer that
the
provision of those services by the independent auditor could not reasonably
be
expected to compromise or impair the auditor’s independence under the applicable
legislation, regulatory requirements and policies of the Canadian Securities
Administrators and generally accepted auditing standards. Generally, the
Audit
Committee should not pre-approve a specific service more than 12 months before
the time that it is anticipated that the independent auditor will begin to
provide that service.
The
Audit Committee may delegate to any one or more of its members who are
"independent" the authority to pre-approve on behalf of the Audit Committee
the
provision of specific services by an independent auditor (other than
pre-approval of the annual audit service engagement).
Any
approvals granted under this delegated authority that have not otherwise
been
presented to the Audit Committee should be presented to the Committee at
its
next scheduled meeting.
The
Audit Committee also may pre-approve services (other than the annual audit
service engagement) without the requirement to submit a specific proposal
(such
as services outlined in Schedules “A” through “C” attached.). Unless otherwise
specifically provided by the Audit Committee, any such pre-approval on a
general
basis shall be applicable for 12 months. Services that are consistent with
any
such pre-approval, that are begun within that 12 month period and that do
not
result in the aggregate fees payable to the independent auditor for that
type of
service exceeding an amount pre-approved by the Audit Committee will be deemed
to have been approved by the Audit Committee. The Audit Committee should
be
informed in writing promptly of any engagement of an independent auditor
to
provide services of a type that have been pre-approved by the Audit
Committee.
RESTRICTED
SERVICES
The
Audit Committee has determined that, at this time, an independent auditor
should not
provide any of the following services:
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bookkeeping
or other services related to accounting records or financial statements;
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financial
information systems design and
implementation;
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appraisal
or valuation services, fairness opinions or contribution-in-kind
reports;
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internal
audit outsourcing services;
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management
functions or human resources;
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broker-dealer,
investment advisor, or investment banking
services;
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expert
services unrelated to the audit; and
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any
other service that under applicable law and generally accepted
auditing
standards is determined cannot be provided by an independent
auditor.
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The
Audit Committee also has determined that an independent auditor should not
be
precluded from providing tax advisory services that do not fall within any
of
the categories described above, unless the provision of those services would
reasonably be expected to compromise the independence of the independent
auditor.
SPECIFIC
APPROVAL OF AUDIT SERVICES
The
terms, conditions and fees of the annual audit service engagement of an
independent auditor, and any material change in those terms, conditions and
fees, will be subject to the specific pre-approval of the Audit Committee.
The
Audit Committee has pre-approved the audit services (which are those services
that only the independent auditor reasonably can provide) listed in Schedule
A.
GENERAL
APPROVAL OF AUDIT-RELATED SERVICES
Audit-related
services are assurance and related services that are reasonably related to
the
performance of the audit or the review of the Company's financial statements
or
that traditionally are performed by the independent auditor. The Audit Committee
believes that the provision of audit-related services does not impair the
independence of the independent auditor and has pre-approved the audit-related
services listed in Schedule B.
GENERAL
APPROVAL OF TAX SERVICES
The
Audit Committee believes that an independent auditor can provide tax services
to
the Company (such as tax compliance, tax planning and tax advice) without
impairing the independent auditor's independence. In no event should an
independent auditor be approved to represent the Company before a tax or
other
court or to provide tax services related to a transaction initially recommended
by the independent auditor, the sole business purpose of which may be tax
avoidance and the tax treatment of which may not be supported by applicable
legislation. The Audit Committee has pre-approved the tax services listed
in
Schedule C.
GENERAL
APPROVAL OF ALL OTHER SERVICES
The
Audit Committee may grant pre-approval of those non-audit services that are
not
restricted services (as described above) that are routine and recurring services
and would not reasonably be expected to compromise or impair the independence
of
the independent auditor.
ANNUAL
REVIEW
The
Audit Committee shall review and assess these policies and procedures on
an
annual basis.
SCHEDULE
A
Pre-Approved
Audit Services for Fiscal Year 2007
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Service
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Audit
services associated with documents filed with securities regulators,
during the year ending December 31, 2007 including, prospectus
related
work
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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 regulatory or standard
setting
bodies during the year ending December 31,
2007
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SCHEDULE
B
Pre-Approved
Audit-Related Services for Fiscal Year 2007
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Service
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Consultations
by management as to the accounting or disclosure treatment of
proposed
transactions or events and/or the actual or potential impact
of final or
proposed rules, standards or interpretations by the regulatory
or
standard-setting bodies during the year ending December 31,
2007
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SCHEDULE
C
Pre-Approved
Tax Services for Fiscal Year 2007
Service (all
with respect to services to be provided during the
year ending December 31, 2007)
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International
tax planning and advice
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International
tax compliance
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