Priceline 2010 Annual Report Download - page 17

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Director Independence. The Nominating and Corporate Governance Committee recommended to the
Board of Directors, and the Board of Directors determined that each of Ralph M. Bahna, Howard W. Barker, Jr.,
Nancy B. Peretsman, Jeffrey E. Epstein, James M. Guyette and Craig W. Rydin is “independent” within the
meaning of the rules of the NASDAQ Stock Market, Inc. and the Company’s corporate governance principles
and, in the case of the Audit Committee members, the rules of the Securities and Exchange Commission (the
“SEC”) as well. In connection with the independence determination for Mr. Bahna, the Board of Directors
considered the ordinary-course transactions involving the supply of hotel rooms to priceline.com customers by
Club Quarters, an international group of hotels, of which Masterworks Development Corporation, controlled by
Mr. Bahna, is a minority stakeholder. The Board of Directors concluded that these transactions did not impair
Mr. Bahna’s independence because, among other reasons, the amounts in question were below the thresholds set
forth in the NASDAQ Stock Market, Inc.’s independence standards. In connection with the independence
determination for Mr. Epstein, the Board of Directors considered the ordinary-course transactions involving the
purchase and/or licensing of computer software to priceline.com by Oracle Corporation, of which Mr. Epstein is
the Executive Vice President and Chief Financial Officer. The Board of Directors concluded that these
transactions did not impair Mr. Epstein’s independence because, among other reasons, the amounts in question
were considerably below the thresholds set forth in the NASDAQ Stock Market, Inc.’s independence standards.
Director Nominees. The Nominating and Corporate Governance Committee identifies, evaluates and
recommends director candidates to the Board of Directors. In identifying and recommending nominees for
positions on the Board of Directors, the Nominating and Corporate Governance Committee places primary
emphasis on the criteria set forth under “Selection of Directors — Nominations and Appointments” in our
Corporate Governance Principles, namely: (i) highest personal and professional ethics and integrity; (ii) relevant
business, professional or managerial skills and experience (including team-building and communication skills)
useful to the oversight of the Company’s business; (iii) demonstrated leadership skills through involvement in
business, professional, charitable or civic affairs; (iv) current knowledge and contacts in the communities in
which the Company does business and in the Company’s industry or other industries relevant to the Company’s
business; (v) ability and willingness to commit adequate time to fulfilling Board and committee duties and
responsibilities; (vi) ability and willingness to exercise independent judgment, ask probing questions and express
tough opinions; (vii) the fit of the individual’s expertise, skills, knowledge, experience and personality with those
of other directors and potential directors in building a Board of Directors that is effective, collegial and
responsive to the needs of the Company; and (viii) diversity of viewpoints, backgrounds, experiences and other
demographics.
The Nominating and Corporate Governance Committee does not set specific, minimum qualifications
that nominees must meet in order for the committee to recommend them to the Board of Directors, but rather
believes that each nominee should be evaluated based on his or her individual merits, taking into account the
needs of priceline.com and the composition of the Board of Directors. Although there is no specific policy on
diversity, the Nominating and Corporate Governance Committee considers diversity, which it broadly views in
terms of viewpoints, backgrounds, experience, gender, race and ethnic or national origin, as a factor in selecting
members to serve on the Board. Members of the Nominating and Corporate Governance Committee discuss and
evaluate possible candidates in detail, and suggest individuals to explore in more depth. Outside consultants may
also be employed to help in identifying candidates. Once a candidate is identified whom the committee wants to
seriously consider and move toward nomination, the Chairperson of the Nominating and Corporate Governance
Committee, or his or her designee, enters into a discussion with that nominee. The Nominating and Corporate
Governance Committee will consider nominees recommended by stockholders. The policy adopted by the
Nominating and Corporate Governance Committee provides that nominees recommended by stockholders are
given appropriate consideration in the same manner as other nominees recommended by the Nominating and
Corporate Governance Committee. Stockholders who wish to submit nominees for director for consideration by
the Nominating and Corporate Governance Committee for election at the Company’s 2012 Annual Meeting of
Stockholders may do so by submitting in writing such nominees’ names, in compliance with the procedures and
along with the other information required by our By-laws, to the Secretary of our Board of Directors, c/o Office
of the General Counsel, priceline.com Incorporated, 800 Connecticut Avenue, Norwalk, Connecticut, no earlier
than March 4, 2012 and no later than April 3, 2012.
When considering current directors for re-nomination to the Board, the Nominating and Corporate
Governance Committee takes into account the performance of each director. The Nominating and Corporate
Governance Committee also reviews the composition of the Board in light of the current challenges and needs of
the Board and the Company, and determines whether it may be appropriate to add or remove individuals after