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SEC Filings

10-K
TERRAFORM GLOBAL, INC. filed this Form 10-K on 06/15/2017
Entire Document
 

(c) These shares are issuable under the TerraForm Global, Inc. 2014 Long-Term Incentive Plan.

Item 13. Certain Relationships and Related Transactions, and Director Independence.

POLICIES AND PROCEDURES FOR RELATED PARTY TRANSACTIONS

As provided by our Conflicts Committee charter adopted upon the completion of our IPO, our Conflicts Committee is responsible for reviewing and recommending to the Board whether to approve in advance any material related party transactions between us and SunEdison or its affiliates. The members of our Conflicts Committee determine whether to recommend a related party transaction in the exercise of their fiduciary duties as directors.

See Item 15. Note 19 - Related Parties, Item 1. Business - Recent Developments - SunEdison Bankruptcy, and Item 15. Note 4 - Acquisitions for information regarding certain relationships and related transactions, including those with SunEdison. See Item 10. Directors, Executive Officers and Corporate Governance - Corporate Governance and Board Matters for information regarding director independence.

Item 14. Principal Accounting Fees and Services.
Audit and Non-Audit Fees
The following table represents aggregate fees billed or to be billed to us for the fiscal years ended December 31, 2016 and December 31, 2015 by KPMG LLP, our principal independent registered public accounting firm:
 
 
Year ended December 31,
(in thousands)
 
2016
 
2015
Audit fees(a)
 
$
4,745,609

 
$
6,956,251

Audit related fees(b)
 
6,621

 
6,622

Tax fees
 
390,000

 
10,000

All other fees
 

 

Total
 
$
5,142,230

 
$
6,972,873

(a)
This category includes KPMG LLP’s audit of our annual consolidated financial statements and review of financial statements included in our quarterly reports on Form 10-Q. This category also includes advice on audit and accounting matters that arose during, or as a result of, the audit or review of interim financial statements.
(b)
Services rendered in connection with our registration statements filed on Form S-1 and services that are normally provided by independent registered public accountants in connection with regulatory filings or engagements for those fiscal years.
All fees described above were approved by our Audit Committee.

Pre-Approval Policies and Procedures
The Audit Committee’s policy is to pre-approve all audit and permissible non-audit services rendered by KPMG LLP, our independent registered public accounting firm. The Audit Committee pre-approves specified services in defined categories of audit services, audit-related services and tax services up to specified amounts, as part of the Audit Committee’s approval of the scope of the engagement of KPMG LLP or on an individual case-by-case basis before KPMG LLP is engaged to provide a service. The Audit Committee has determined that the rendering of the services other than audit services by KPMG LLP is compatible with maintaining the principal accountant’s independence.



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