Page 19 - EndoProxy2012_final

endo | 100 Endo Boulevard | Chadds Ford, Pennsylvania 19317 13
The Audit Committee of the Board of Directors has selected Deloitte & Touche LLP, an independent registered accounting
firm, to audit the books and financial records of the Company for the year ending December 31, 2012. The Company is ask-
ing its stockholders to ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public
accounting firm for 2012.
A representative of Deloitte & Touche LLP is expected to be present at the Annual Meeting and available to respond to ap-
propriate questions, and will have the opportunity to make a statement if he or she desires to do so.
Vote Required
The affirmative vote of a majority of the issued and out-
standing shares entitled to vote and represented at the
Annual Meeting in person or by proxy will be required to
approve the ratification of the appointment of the Com-
pany’s registered public accounting firm. Abstentions will
be counted and will have the same effect as a vote against
the proposal.
Fees Paid to the Independent Registered Public
Accounting Firm
Deloitte & Touche LLP, the member firms of Deloitte Tou-
che Tohmatsu, and their respective affiliates (collectively,
the Deloitte Entities) served as the Company’s indepen-
dent registered public accounting firm for the year ended
December 31, 2011. The table to the right summarizes the
aggregate fees for services the Deloitte Entities provided
during years 2011 and 2010.
a Fees for audit services billed in 2011 and 2010 consisted of:
• Audit of the Company’s annual financial statements;
• Evaluation and reporting on the effectiveness of the Company’s internal controls over financial reporting;
• Reviews of the Company’s quarterly financial statements; and
• Comfort letters, consents and other services related to debt issuances and other SEC matters.
Audit services grew year on year due to the expansion in both the size and scope of Endo Pharmaceutical Holdings Inc.,
in particular subsequent to the AMS and Qualitest acquisitions.
b Fees for audit-related services billed in 2011 and 2010 consisted of:
• Audit-related fees associated with acquisitions; and
• Employee benefit plan audits.
c Fees for tax services billed in 2011 and 2010 consisted of tax compliance and tax planning and advice.
• Tax compliance services are services rendered based upon facts already in existence or transactions that have
already occurred to document, compute, and assist the Company in obtaining government approval for amounts
to be included in tax filings and consisted of:
i Federal, state and local income tax return assistance;
ii Sales and use, property and other tax return assistance; and
iii Assistance with tax return filings in certain foreign jurisdictions.
In considering the nature of the services provided by the Deloitte Entities, the Audit Committee determined that such
services are compatible with the provision of independent audit services. The Audit Committee discussed these services
with the Deloitte Entities and Company management to determine that they are permitted under the rules and regulations
concerning auditor independence promulgated by the SEC to implement the Sarbanes-Oxley Act of 2002, as well as the
American Institute of Certified Public Accountants.
Pre-Approval Policy
Consistent with SEC policies regarding auditor independence, the Audit Committee has responsibility for appointing, set-
ting compensation and overseeing the work of the independent registered public accounting firm. In recognition of this
responsibility, the Audit Committee has established a policy to pre-approve all audit and permissible non-audit services
provided by the independent registered public accounting firm.
The Audit Committee and the Board of
Directors recommend a vote FOR the
ratification of the Board’s appointment of
Deloitte & Touche LLP as the independent
registered public accounting firm for the year
ending December 31, 2012.
2011 2010
Audit Feesa $ 4,106,270 $ 1,984,038
Audit-Related Fees b $ 541,425 $ 906,765
Tax-Feesc $ 774,286 $ 631,855
All Other Fees $ - $ -
Total $ 5,421,981 $ 3,522,658
Proposal 2: Ratification of Appointment of Independent
Registered Public Accounting Firm