Charter 2005 Annual Report Download - page 108

CHARTER COMMUNICATIONS, INC. 2005 FORM 10-K
Inc., on a fully-converted non-diluted basis. Messrs. Allen and obligated (subject to certain limitations) to indemnify and hold
Conn and Ms. Patton are directors of Digeo. Mr. Lovett is a harmless, to the fullest extent permitted by law, any officer,
director of Digeo since December 2005 and Mr. Vogel was a director or employee against all expense, liability and loss
director of Digeo in 2004. During 2004 and 2005, Mr. Vogel (including, among other things, attorneys’ fees) reasonably
held options to purchase 10,000 shares of Digeo common stock. incurred or suffered by such officer, director or employee as a
result of the fact that he or she is a party or is threatened to be
OTHER MISCELLANEOUS RELATIONSHIPS made a party or is otherwise involved in any action, suit or
proceeding by reason of the fact that he or she is or was a
Payment for Relative’s Services director, officer or employee of Charter. In addition, Charter is
Since June 2003, Mr. Vogel’s brother-in-law has been an obligated to pay, as an advancement of its indemnification
employee of Charter Holdco and has received a salary commen- obligation, the expenses (including attorneys’ fees) incurred by
surate with his position in the engineering department. any officer, director or employee in defending any such action,
suit or proceeding in advance of its final disposition, subject to
Radio Advertising an obligation to repay those amounts under certain circum-
We believe that, through a third party advertising agency, we stances. Pursuant to these indemnification arrangements and as
have paid approximately $67,600 in 2005 to Mapleton Commu- an advancement of costs, Charter has reimbursed certain of its
nications, an affiliate of Mapleton Investments, LLC that owns current and former directors and executive officers a total of
radio stations in Oregon and California. Mr. Nathanson is the approximately $16,200 in respect of invoices received in 2005, in
Chairman and owner of Mapleton Investments, LLC. connection with their defense of certain legal actions. These
Indemnification Advances amounts were submitted to Charter’s director and officer
Pursuant to Charter’s bylaws (and the employment agreements insurance carrier and have been reimbursed consistent with the
of certain of our current and former officers), Charter is terms of the settlement of the legal actions.
Item 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.
Audit Fees member of the Audit Committee. However, any pre-approvals
We incurred fees and related expenses for professional services made by the Audit Committee’s designee are presented at the
rendered by KPMG LLP (‘‘KPMG’’) for the audits of our and Audit Committee’s next regularly scheduled meeting. The Audit
our subsidiaries’ financial statements (including four subsidiaries Committee has an obligation to consult with management on
that are also public registrants), for the review of our and our these matters. The Audit Committee approved 100% of the
subsidiaries’ interim financial statements and seven offering KPMG fees for the years ended December 31, 2005 and 2004.
memorandums and registration statement filings in 2005 and five Each year, including 2005, with respect to the proposed audit
offering memorandums and registration statement filings in 2004 engagement, the Audit Committee reviews the proposed risk
totaling approximately $6 million in each of 2005 and 2004. assessment process in establishing the scope of examination and
Included in the total for each of 2005 and 2004 are fees and the reports to be rendered.
related expenses of $2 million for the audit of internal control In its capacity as a committee of the Board, the Audit
over financial reporting required under Sarbanes-Oxley Committee oversees the work of the registered public account-
Section 404. ing firm (including resolution of disagreements between manage-
ment and the public accounting firm regarding financial
Audit-Related Fees reporting) for the purpose of preparing or issuing an audit
We incurred fees to KPMG of approximately $0.1 million during report or performing other audit, review or attest services. The
the year ended December 31, 2004. These services primarily registered public accounting firm reports directly to the Audit
related to the audit of our 401(k) plan and advisory services Committee. In performing its functions, the Audit Committee
associated with our Sarbanes-Oxley Section 404 implementation. undertakes those tasks and responsibilities that, in its judgment,
ALL OTHER FEES most effectively contribute to and implement the purposes of
None. the Audit Committee charter. For more detail of the Audit
Committee’s authority and responsibilities, see Charter’s Audit
The Audit Committee appoints, retains, compensates and Committee charter set forth in Appendix A of our 2004 Proxy
oversees the registered public accountants (subject, if applicable, Statement filed with the SEC on June 25, 2004.
to board of director and/or shareholder ratification), and
approves in advance all fees and terms for the audit engagement
and non-audit engagements where nonaudit services are not
prohibited by Section 10A of the Securities Exchange Act of
1934, as amended with registered public accountants. Preap-
provals of non-audit services are sometimes delegated to a single
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