The Audit Committee of the Board of Directors of FedEx Corporation (the "Audit Committee") is directly responsible for the appointment, compensation and oversight of the independent auditor. In this regard, the Audit Committee shall preapprove all audit services and non-audit services to be provided to FedEx by its independent auditor.
The Audit Committee may preapprove for up to one year in advance the provision of particular types of permissible routine and recurring audit-related, tax and other non-audit services, in each case described in reasonable detail and subject to a specific annual monetary limit also approved by the Audit Committee. The Audit Committee must be informed about each such service that is actually provided. In cases where a service is not covered by one of those approvals, the service must be specifically preapproved by the Audit Committee no earlier than one year prior to the commencement of the service.
The Audit Committee may delegate to one or more of its members the authority to grant the approvals required by this policy. The decision of any member to whom authority is delegated under this policy to approve an activity shall be presented to the full Audit Committee at its next scheduled meeting.
Each audit or non-audit service that is approved by the Audit Committee (excluding tax services performed in the ordinary course of FedEx's business and excluding other services for which the aggregate fees are expected to be less than $25,000) shall be reflected in a written engagement letter or writing specifying the services to be performed and the cost of such services, which shall be signed by either a member of the Audit Committee or by an officer of FedEx authorized by the Audit Committee to sign on behalf of FedEx.
If the Audit Committee approves an audit service within the scope of the engagement of the independent auditor, such audit service will be deemed to have been approved for purposes of this policy.
The Audit Committee will not approve any non-audit service that individually or in the aggregate may impair, in the Audit Committee's opinion, the independence of the independent auditor.
All proposals to engage the independent auditor to perform an audit or non-audit service shall be presented to, and approved by (in consultation with the FedEx Legal Department, as appropriate), the FedEx Corporation Executive Vice President and Chief Financial Officer, the Corporate Vice President and Principal Accounting Officer, the Staff Vice President and Corporate Controller, or the Corporate Vice President, Tax, before the proposal is submitted to the Audit Committee for its approval.