Priceline 2010 Annual Report Download - page 16

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Corporate Governance and Board Matters
The Board of Directors
The Board of Directors is elected by and accountable to the stockholders and is responsible for the
strategic direction, oversight and control of priceline.com. Regular meetings of the Board of Directors are
generally held at least five times per year and special meetings are scheduled when necessary. Six members of
the Company’s Board of Directors, representing a majority of directors nominated for re-election, are
“independent,” as determined by priceline.com’s Board of Directors, based on the NASDAQ Stock Market’s
listing rules and the Company’s corporate governance principles. The independent directors conduct at least two
regularly scheduled executive sessions each year. The Board of Directors held six meetings in 2010. All
directors attended at least 75% of the meetings of the Board of Directors and the Board committees of which they
were members during 2010. The Board of Directors has an Audit Committee, a Compensation Committee and a
Nominating and Corporate Governance Committee and has adopted written charters for each of these
committees.
Corporate Governance
Corporate Governance Principles. The Company operates under corporate governance principles that
are designed to maximize long-term stockholder value, align the interests of the Board of Directors and
management with those of priceline.com’s stockholders and promote high ethical conduct among priceline.com’s
directors and employees. A copy of the Company’s Corporate Governance Principles is available on the Investor
Relations section of the Company’s website (www.priceline.com) under the tab “Corporate Governance.” The
Board of Directors’ current corporate governance principles include the following:
¾ A majority of the Board of Directors will consist of directors who are neither officers nor employees of
the Company or its subsidiaries (and have not been officers or employees within the previous three
years), do not have a relationship which, in the opinion of the Board, would interfere with the exercise
of independent judgment in carrying out the responsibilities of a director, and who are otherwise
“independent” under the rules of the Nasdaq Stock Market, Inc.
¾ At least annually, the Nominating and Corporate Governance Committee will review and concur on a
succession plan, developed by management, addressing the policies and principles for selecting a
successor to the Chief Executive Officer, both in an emergency situation and in the ordinary course of
business.
¾ The Board of Directors and each committee have the power to hire independent legal, financial and
other advisors as they may deem necessary, at priceline.com’s expense.
¾ The independent directors will have at least two regularly scheduled executive sessions each year, and
more frequently as necessary or desirable, in conjunction with regularly scheduled meetings of the
Board, at which only independent directors are present.
¾ The Compensation Committee meeting in executive session will evaluate the performance of the Chief
Executive Officer and the Company against the Company’s goals and objectives and will determine, or
recommend to the Board of Directors for determination, the compensation of the Chief Executive
Officer.
¾ Each non-employee member of the Board of Directors and executive officer of the Company is required
to own a specified number of shares of the Company’s common stock as set forth in the Company’s
Corporate Governance Principles.
¾ Continuing education of directors is encouraged and financed, as necessary, and will be reviewed by the
Nominating and Corporate Governance Committee.