MIME 2018 Proxy Statement

of the auditors, and the auditors’ performance. A majority of the votes properly cast is required in order to appoint Ernst & Young LLP in the United Kingdom as our auditors. We expect that a representative of Ernst & Young LLP will attend the Annual Meeting and the representative will have an opportunity to make a statement if he or she so chooses. The representative will also be available to respond to appropriate questions from shareholders. Audit Fees The following table sets forth the total fees billed by Ernst & Young LLP for audit, audit-related, tax and all other services rendered for the year ended March 31, 2018 and the year ended March 31, 2017: Fee Category Year Ended March 31, 2018 Year Ended March 31, 2017 Audit Fees (1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . $1,514,425 $1,727,417 Audit-Related Fees (2) . . . . . . . . . . . . . . . . . . . . . 500 — Tax Fees (3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — Other Fees (4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,775 2,775 Total Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $1,517,700 $1,730,192 (1) Audit Fees . Represents aggregate fees for professional services provided in connection with the annual audit of our consolidated financial statements and, in the year ended March 31, 2018, our internal control over financial reporting, the review of our quarterly condensed consolidated financial statements, statutory audits, consultations on accounting matters directly related to the audit, consents and assistance with and review of documents filed with the SEC. (2) Audit-Related Fees . Represents aggregate fees for accounting consultations and other services that were reasonably related to the performance of audits or reviews of our consolidated financial statements and were not reported above under “Audit Fees.” (3) Tax Fees : There were no tax fees incurred for the years ended March 31, 2018 or 2017. (4) Other Fees . Represents aggregate fees billed for products and services provided by the independent registered public accounting firm other than those disclosed above. These fees consisted of an amount paid for the use of an online accounting research tool. The audit committee pre-approved all services performed by Ernst & Young LLP for the years ended March 31, 2017 and 2018. Recommendation of the Board THE BOARD RECOMMENDS THAT YOU VOTE “FOR” APPROVAL OF THE APPOINTMENT OF ERNST & YOUNG LLP IN THE UNITED KINGDOM AS OUR INDEPENDENT AUDITOR FOR THE FISCAL YEAR ENDING MARCH 31, 2019. THE BOARD ALSO RECOMMENDS THAT YOU VOTE “FOR” APPROVAL OF THE BOARD TO DETERMINE THE AUDITOR’S REMUNERATION. Pre-Approval Policies for Non-Audit Services The audit committee has adopted policies and procedures relating to the approval of all audit and non-audit services that are to be performed by our independent registered public accounting firm. These policies generally provide that we will not engage our auditors to render audit or non-audit services unless the service is specifically approved in advance by the audit committee or the engagement is entered into pursuant to the pre-approval procedure described below. 15