Matrix Pre-Approval Policy Audit and Non-Audit Services-Final

AUDIT AD OAUDIT SERVICES PREAPPROVAL POLICY MATRIX SERVICE COMPAY I. Statement of Principles Under the Sarbanes-Oxley Act of 2002 (the "Act"), the Audit Committee of the Board of Directors is responsible for the appointment, compensation and oversight of the work of the independent auditor. As part of this responsibility, in addition to the audit services, the Audit Committee is required to pre-approve the non-audit services performed by the independent auditor in order to assure that they do not impair the auditor's independence from the Company. To implement these provisions of the Act, the Securities and Exchange Commission (the "SEC") has issued rules specifying the types of services that an independent auditor may not provide to its audit client, as well as the audit committee's administration of the engagement of the independent auditor. Accordingly, the Audit Committee has adopted this Audit and Non-Audit Services Pre-Approval Policy (this "Policy"), which sets forth the procedures and the conditions pursuant to which services proposed to be performed by the independent auditor may be pre-approved. The SEC's rules establish two different approaches to pre-approving services, which the SEC considers to be equally valid. Proposed services may either (1) be pre-approved without consideration of specific case-by-case services by the Audit Committee ("general pre-approval"); (2) or require the specific pre-approval of the Audit ...