eBay 2002 Annual Report Download - page 75

‚ possible disputes with tenants, partners or others.
Some anti-takeover provisions may aÅect the price of our common stock.
The Board of Directors has the authority to issue up to 10,000,000 shares of preferred stock and to
determine the preferences, rights and privileges of those shares without any further vote or action by the
stockholders. The rights of the holders of common stock may be harmed by the rights of the holders of
any preferred stock that may be issued in the future. Some provisions of our certiÑcate of incorporation
and bylaws could have the eÅect of making it more diÇcult for a third party to acquire a majority of our
outstanding voting stock. These include provisions that provide for a classiÑed board of directors, prohibit
stockholders from taking action by written consent and restrict the ability of stockholders to call special
meetings. We are also subject to provisions of Delaware law that prohibit us from engaging in any business
combination with any interested stockholder for a period of three years from the date the person became
an interested stockholder, unless certain conditions are met. This restriction could have the eÅect of
delaying or preventing a change of control.
Principal Accountant Fees and Services
During the Ñscal years ended December 31, 2001 and December 31, 2002, fees for services provided
by PricewaterhouseCoopers LLP, or PwC, were as follows (rounded to the nearest $1,000):
Year Ended December 31,
2001 2002
Audit Fees ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ $ 670,000 $1,195,000
Audit-Related Fees ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 969,000 747,000
Tax Fees ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 15,000 19,000
All Other Fees ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 31,000 91,000
Total ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ $1,685,000 $2,052,000
Audit fees consisted of fees billed for services rendered for the audit of eBay's annual Ñnancial
statements, review of Ñnancial statements included in eBay's quarterly reports on Form 10-Q, and other
services normally provided in connection with statutory and regulatory Ñlings. Audit-related fees consisted
primarily of fees billed for due diligence review in connection with acquisitions and divestitures and
consultation regarding Ñnancial accounting and reporting matters. Tax fees consisted of fees billed for
consulting regarding tax compliance, tax advice and tax planning. All other fees consisted of fees billed for
services in connection with legal matters and technical accounting research.
The Audit Committee of our Board of Directors has determined that the rendering of non-audit
services by PwC was compatible with maintaining their independence.
Audit Committee Pre-Approval Policy
Our Audit Committee has adopted a policy requiring the pre-approval of any non-audit engagement
of PwC. In the event that we wish to engage PwC to perform accounting, technical, diligence or other
permitted services not related to the services performed by PwC as our independent auditor, our internal
Ñnance personnel will prepare a summary of the proposed engagement, detailing the nature of the
engagement, the reasons why PwC is the preferred provider of such services and the estimated duration
and cost of the engagement. The report will be provided to our Audit Committee or a designated
committee member, who will evaluate whether the proposed engagement will interfere with the
independence of PwC in the performance of its auditing services. In the future, we intend to disclose all
approved non-audit engagements in the appropriate quarterly report on Form 10-Q or annual report on
Form 10-K.
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