AMTRUST FINANCIAL SERVICES, INC. - Corporate Solutions

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PROPOSAL 2: RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Audit Committee has appointed the firm of BDO USA, LLP, independent accountants, to be our independent auditors for the fiscal
year ending December 31, 2013. Although not required by our bylaws or otherwise, the Board of Directors is submitting the appointment to our
shareholders for ratification as a matter of good corporate practice. If our shareholders fail to vote on an advisory basis in favor of the selection,
the Audit Committee will reconsider whether to retain BDO USA, LLP, and may retain that firm or another firm without re-submitting the
matter to our shareholders. Even if our shareholders ratify the appointment, the Audit Committee may, in its discretion, 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 our best
interests and the interests of our shareholders.
A representative of BDO USA, LLP will be present at the Annual Meeting and will have the opportunity to make a statement if he or she
desires to do so and to respond to appropriate questions from shareholders.
Before making its recommendation to the Board for appointment of BDO USA, LLP, the Audit Committee carefully considered that
firm’s qualifications as independent auditors for us, which included a review of BDO USA, LLP’s performance last year, as well as its
reputation for integrity and competence in the fields of accounting and auditing. The Audit Committee expressed satisfaction with BDO USA,
LLP in these respects.
THE BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” RATIFICATION OF THE APPOINTMENT OF BDO USA,
LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER
31, 2013.
Audit and Non-Audit Fees
Our Audit Committee approves the fees and other significant compensation to be paid to our independent auditors for the purpose of
preparing or issuing an audit report or related work. Our Audit Committee also preapproves all auditing services and permitted non-audit
services, including the fees and terms thereof, to be performed for us by our independent auditors, subject to the de minimis exceptions for nonaudit
services described in the Exchange Act. Our Audit Committee reviewed and discussed with BDO USA, LLP the following fees for
services rendered for the 2012 and 2011 fiscal years and considered the compatibility of non-audit services with BDO USA, LLP’s
independence. The following table presents the aggregate fees billed for professional services rendered to us by BDO USA, LLP, our principal
auditors, and BDO International affiliate firms, for 2012 and 2011. Other than as set forth below, no professional services were rendered or fees
billed by BDO USA, LLP or its international affiliates during 2012 and 2011.
BDO USA, LLP 2012 2011
(1)
Audit Fees $ 2,974,064 $ 2,852,840
Audit-Related Fees — —
Tax Fees
(2)
236,119 19,443
All Other Fees — —
Total $ 3,210,183 $ 2,872,283
(1) Audit fees relate to professional services rendered for the fiscal years ended December 31, 2012 and 2011: (i) the integrated audit of
our annual financial statements and internal controls over financial reporting, (ii) the reviews of our consolidated financial
statements included in our Form 10-Q quarterly reports, (iii) services performed in connection with filings of registration and proxy
statements, (iv) review of SEC correspondence, (v) audits of service organization internal controls, and (vi) the issuance of comfort
letters.
(2) Tax fees relate to professional services rendered for the fiscal years ended December 31, 2012 and 2011: (i) tax compliance
services, (ii) corporate due diligence and (iii) tax advice.
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