Sprint - Nextel 2013 Annual Report Download - page 103

Table of Contents
Our board is currently comprised of nine members, five of whom are independent under rules of the NYSE. As a matter of practice, our board
undertakes an annual review of director independence. During this review, our board considers all transactions and relationships between each director or any
member of his immediate family and the companies by which they are employed as an executive officer (if applicable) have any relationships with our company
and the Company and its affiliates. The purpose of this review is to determine whether any such relationships or transactions are considered "material
relationships" that would be inconsistent with a determination that a director is independent. Our board has not adopted any "categorical standards" for
assessing independence, preferring instead to consider and disclose existing relationships with the non
- management directors and the Company. Our board
observes all criteria for independence established by NYSE.
Messrs. Bethune, Bennett, and Ianna, Adm. Mullen and Ms. Tucker are independent.
Independence of Directors during the Predecessor Period (through July 10, 2013)
During the Predecessor Period before the SoftBank Merger, we were not a controlled company. The Sprint Nextel board adopted a definition of
director independence that met the listing standards of the NYSE. Its Corporate Governance Guidelines required that at least two
- thirds of the board be
independent. A director was not considered to be independent unless the board, considering all relevant circumstances, determined that the director did not
have a material relationship with the Company, including any of its consolidated subsidiaries.
Outside directors are directors who are not employees. In determining the independence of the outside directors, the Sprint Nextel board considered
whether its outside directors, their immediate family members, and the companies by which they are employed as an executive officer (if applicable) have any
relationships with our company that would prevent them from meeting the independence standards of the NYSE. In performing its review, the Sprint Nextel
board considered the responses provided by the outside directors in their director questionnaires and determined that the following directors had no material
relationship with our company and were independent using the definition described above: Messrs. Bennett, Bethune, and Ianna, Larry C. Glasscock, James H.
Hance, Sven
- Christer Nilsson, William R. Nuti and Rodney O'Neal and V. Janet Hill. Sprint Nextel ’ s audit, compensation, finance, and nominating and corporate
governance committees were each comprised solely of independent directors.
KPMG LLP ("KPMG") served as Sprint Nextel's independent registered public accountant during the Predecessor Period. Upon the closing of the
SoftBank Merger, our board appointed Deloitte & Touche LLP ("Deloitte") as the Company's independent registered public accountant for the Successor
Period.
Fees to KPMG
Audit Fees
For professional services rendered for the audit of our consolidated financial statements for the 191
- day period ended July 10, 2013, the review of the
consolidated financial statements included in our Form 10
- Qs for the first and second quarters 2013 and the statutory audits of our international subsidiaries,
KPMG billed us a total of $9.7 million.
For professional services rendered for the audit of our 2012 consolidated financial statements, the report on the effectiveness of internal control over
financial reporting as required by the Sarbanes
- Oxley Act, the review of the consolidated financial statements included in our 2012 Form 10 - Qs and the statutory
audits of our international subsidiaries, KPMG billed us a total of $15.8 million.
These amounts also include reviews of documents filed with the SEC, accounting consultations related to the annual audit and preparation of letters
for underwriters and other requesting parties.
Audit - Related Fees
For professional audit
- related services rendered to us while serving as our independent registered public accountant, KPMG billed us a total of $3.6
million in 2013. Audit - related services in 2013 generally included accounting research, the audits of our employee benefit plans, internal control reviews and
other attestation services.
For professional audit
- related services rendered to us, KPMG billed us a total of $1.3 million in 2012. Audit - related services in 2012 generally included
the audits of our employee benefit plans, internal control reviews and other attestation services.
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Item 14.
Principal Accountant Fees and Services