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RATIFICATION OF THE APPOINTMENT OF THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
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The Audit Committee is required by law and applicable NASDAQ Rules, as well as the Audit Committee Charter, to be directly responsible for the appointment, compensation and retention of the Companys independent registered public accounting firm. The Audit Committee has appointed DHG as the Companys independent registered public accounting firm for the fiscal year ending December 31, 2020. As disclosed previously, on September 13, 2018, the Audit Committee determined to appoint DHG as the Companys independent registered public accounting firm, commencing with the quarter ended September 30, 2018 and for the fiscal year ended December 31, 2018, and to end the engagement of BDO USA, LLP (BDO) as the Companys independent registered public accounting firm. The Audit Committees decision to change its independent registered public accounting firm during 2018 was not the result of any disagreement with BDO.
The audit reports of BDO on the Companys consolidated financial statements as of and for the years ended December 31, 2016 and 2017 did not contain any adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles. During the fiscal years ended December 31, 2016 and 2017, and through September 17, 2018, there were no disagreements, within the meaning of Item 304(a)(1)(iv) of Regulation S-K, with BDO on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures which, if not resolved to BDOs satisfaction, would have caused BDO to make reference to the subject matter in connection with its reports; and there were no reportable events as defined in Item 304(a)(1)(v) of Regulation S-K.
While shareholder ratification of the selection of DHG as the Companys independent registered public accounting firm is not required by the Companys Bylaws or otherwise, the Board of Directors is submitting the selection of DHG to the shareholders for ratification as a matter of good corporate governance. If the shareholders fail to ratify the selection, the Audit Committee may, but is not required to, reconsider whether to retain that firm. Even if the selection is ratified, the Audit Committee in its discretion may direct the appointment of a different independent registered public accounting firm at any time during the year if it determines that such a change would be in the best interests of the Company.
A representative from DHG is expected to be present at the Meeting and will have the opportunity to make any statement if such representative desires to do so, and, if present, will be available to respond to appropriate questions.
Amounts paid to, or billed by, the Companys independent registered public accounting firms, during the two most recent fiscal years by category were as follows:
Audit Fees
The Company has paid or expects to pay DHG approximately $380,000, in the aggregate, for professional services it rendered for the audit of the Companys consolidated financial statements and audits of subsidiary company statutory reports for the fiscal year ended December 31, 2019 and the reviews of the interim financial statements included in our quarterly report on Form 10-Q filed during the fiscal year ended December 31, 2019. The Company paid DHG approximately $355,000, in the aggregate, for professional services it rendered for the audit of the Companys consolidated financial statements and audits of subsidiary company statutory reports for the fiscal year ended December 31, 2018 and the reviews of the interim financial statements included in the Companys quarterly reports on Form 10-Q for the quarterly period ended September 30, 2018.
The Company paid BDO approximately $122,000 in the aggregate, for professional services it rendered for the reviews of the interim financial statements included in the Companys quarterly reports on Form 10-Q filed for the quarterly periods ended March 31, 2018 and June 30, 2018.
Audit - Related Fees
During the fiscal year ended December 31, 2019, the Company engaged DHG to audit the December 31, 2018 financial statements of The Atlantic American Corporation 401(k) Retirement Savings Plan (the Plan). Audit-related fees paid to DHG for the Plan audit were approximately $25,000. During the fiscal year ended December 31, 2018, the Company paid BDO approximately $34,000 in audit-related fees for the audit of the December 31, 2017 financial statements of the Plan.
Tax Fees
There were no tax fees paid to either DHG or BDO in 2019 or 2018.