RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Appointment of Independent Registered Public Accounting Firm
The Audit Committee of the Board of Directors has appointed Moss Adams LLP to act as independent auditors for the Company for the fiscal
year ending May 31, 2019, and further directed that the selection of the independent registered public accounting firm be submitted for ratification by the shareholders at the Annual Meeting. Moss Adams served as the Companys independent
auditors for the fiscal year ended May 31, 2018.
The Audit Committee has been advised by Moss Adams LLP that neither the
firm nor any of its associates has any relationship with Schmitt Industries, Inc. or its subsidiaries other than the usual relationship that exists between independent registered public accounting firms and clients. Representatives of Moss Adams are
expected to attend the 2018 Annual Meeting. They will have the opportunity to make a statement, if they so desire, and will be available to respond to appropriate questions from shareholders.
In determining whether to appoint Moss Adams LLP as our independent registered public accounting firm, the Audit Committee considered
whether the provision of services, other than auditing services, by Moss Adams LLP is compatible with maintaining the firms independence with the Company. In addition to performing auditing services, as well as reviewing the Companys
public filings, our independent registered public accounting firm performed audit related services which included review of documents associated with the Rights Offering completed in December 2017, and an affiliate of Moss Adams LLP performed tax
services related to the completion of a subsidiary tax return for the years ended May 31, 2017 and 2016. The Audit Committee believes that Moss Adams LLPs performance of these other services is compatible with maintaining the firms
independence. To the best of the Companys knowledge, none of the time devoted by Moss Adams LLP on its engagement to audit the Companys financial statements for the year ended May 31, 2018 is attributable to work performed by person
other than full-time, permanent employees of Moss Adams LLP.
Audit and Related Fees
For the fiscal years ended May 31, 2018 and May 31, 2017, Moss Adams LLP and their affiliates billed, or have estimated they
will bill, a total of $120,500 and $120,500, respectively, for their audits, and fees reasonably related to the performance of the audits of the Companys annual consolidated financial statements for those fiscal years; review of financial
statements contained in the Companys Forms
10-Q
in those fiscal years; and services that are normally provided by the accountants in connection with statutory and regulatory filings or engagements for
those fiscal years.
For the fiscal years ended May 31, 2018 and May 31, 2017, Moss Adams LLP and their affiliates billed, or
have estimated they will bill, a total of $26,686 and $0, respectively. The fees billed for the fiscal year ended May 31, 2018 related to services performed in conjunction with the Rights Offering in December 2017.
Tax Fees
In the fiscal
years ended May 31, 2018 and May 31, 2017, Moss Adams LLP and their affiliates billed the Company $2,599 and $2,466, respectively, for preparation of subsidiary tax return.
All Other Fees
In the fiscal years ended May 31, 2018 and
May 31, 2017, Moss Adams LLP billed the Company $0 and $0, respectively, for services other than those already disclosed above.
Pre-Approval
Policies and Procedures
The Audit Committee
pre-approves
all audit and
non-audit
services provided by the independent auditors. These services may include audit services, audit-related services, tax services and
other services as allowed by law or regulation.
Pre-approval
is generally provided for up to one year, and any
pre-approval
is detailed as to the
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