The Company may not engage the Audit Firm to provide thenon-audit services described below to the Company:
| 1. | Bookkeeping or Other Services Related to the Company’s Accounting Records or Financial Statements. The Audit Firm may not maintain or prepare the Company’s accounting records or prepare the Company’s financial statements that are either filed with the SEC or form the basis of financial statements filed with the SEC, or prepare or originate source data underlying the Company’s financial statements, unless it is reasonable to conclude that the results of these services will not be subject to audit procedures during an audit of the Company’s financial statements. |
| 2. | Appraisal or Valuation Services, Fairness Opinions or Contribution-in-Kind Reports. The Audit Firm may not provide appraisal or valuation services when it is reasonably likely that the results of any valuation or appraisal would be material to the Company’s financial statements, or where the Audit Firm would audit the results, unless it is reasonable to conclude that the results of these services will not be subject to audit procedures during an audit of the Company’s financial statements. Transfer studies, cost segregation studies and other tax-only valuations are not prohibited services. |
| 3. | Actuarial Services. The Audit Firm may not provide actuarially-oriented advisory services involving the determination of amounts recorded in the Company’s financial statements and related accounts (other than assisting the Company in understanding the methods, models, assumptions and inputs used in computing an amount), unless it is reasonable to conclude that the results of these services will not be subject to audit procedures during an audit of the Company’s financial statements. Certain types of actuarial services are permissible if the Company uses its own actuaries or third party actuaries to provide management with the primary actuarial capabilities, and management accepts responsibility for actuarial methods and assumptions, and the Audit Firm does not provide actuarial services to the Company on a continuous basis. |
| 4. | Management Functions or Human Resources. Partners and employees of the Audit Firm may not act temporarily or permanently as a director, officer, or employee of the Company, or perform any decision-making, supervisory, or ongoing monitoring function for the Company. The Audit Firm may not recruit potential employees, act as a negotiator on the Company’s behalf, deliver employee testing or evaluation programs, or recommend or advise that the Company hire a specific candidate for a specific job. |
| 5. | Broker-Dealer, Investment Adviser, or Investment Banking Services. The Audit Firm may not serve as a broker-dealer, promoter or underwriter of the Company’s securities, make investment decisions on behalf of the Company or otherwise have discretionary authority over the Company’s investments, executing a transaction to buy or sell the Company’s investments, or have custody of the Company’s assets. |
THE GREENBRIER COMPANIES
APPENDIX A—POLICY REGARDING THE APPROVAL OF AUDIT AND NON-AUDIT SERVICES
| 6. | Legal Services and Expert Services Unrelated to the Audit. The Audit Firm may not provide any service in which the person providing the service must be admitted to practice before the courts of a U.S. jurisdiction. |
| 7. | Internal Audit Outsourcing. The Audit Firm may not provide any internal audit services relating to the Company’s accounting controls, financial systems, or financial statements, unless it is reasonable to conclude that the results of these services will not be subject to audit procedures during an audit of the Company’s financial statements. |
| 8. | Financial Information Systems Design and Implementation. The Audit Firm may not directly or indirectly operate or supervise the operation of the Company’s information system, or design or implement a hardware or software system that aggregates source data underlying the financial statements or generates information that is significant to the Company’s financial statements, taken as a whole, unless it is reasonable to conclude that the results of these services will not be subject to audit procedures during an audit of the Company’s financial statements. |
| 9. | Contingent Fee Arrangements. The Audit Firm may not provide services for a contingent fee or a commission. |
| 10. | Cash handling (custody of or authority over client funds). Cash handling includes a variety of activities such as the following: (i) Having authority to access or control a client’s bank account, or having check signing authority on a client’s account; (ii) Making payments on behalf of a client, including having the ability to authorize wire transfers or other forms of payment on behalf of a client; or (iii) Receiving client funds for purposes of making payments on the client’s behalf. |
| 11. | Other Services. The Audit Firm may not provide any other service that the Public Company Accounting Oversight Board determines, by regulation, is impermissible. |
Non-prohibited services shall be deemed “permitted services” and may be provided to the Company with thepre-approval of a Designated Member or by the full Audit Committee, as described herein.
