Priceline 2010 Annual Report Download - page 62

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Report of the Audit Committee of the Board of Directors
The Audit Committee has the responsibility to, among other things, oversee and review the preparation
of the Company’s consolidated financial statements, the Company’s system of internal controls and the
qualifications, independence and performance of its independent registered public accounting firm. The Audit
Committee has the sole authority and responsibility to select, evaluate and, when appropriate, replace the
Company’s independent registered public accounting firm. The specific duties and responsibilities of the Audit
Committee are described in the charter of the Audit Committee, which is available in the Investor Relations
section of the Company’s website (www.priceline.com) under the Corporate Governance tab. Each member of
the Audit Committee is an independent director as determined by priceline.com’s Board of Directors, based on
the NASDAQ Stock Market’s listing rules. Each member of the committee also satisfies the SEC’s additional
independence requirements for members of audit committees. In addition, the Company’s Board of Directors
has determined that each of Howard W. Barker, Jr. and Jeffrey E. Epstein is an “audit committee financial
expert,” as defined by SEC rules.
Management is responsible for the financial reporting process, including the system of internal controls,
and for the preparation of the consolidated financial statements in accordance with generally accepted accounting
principles. The independent auditors are responsible for performing an independent audit of the Company’s
consolidated financial statements and internal control over financial reporting in accordance with the auditing
standards of the Public Company Accounting Oversight Board (United States) and to issue a report thereon. The
Audit Committee’s responsibility is to oversee and review these processes. The Audit Committee is not,
however, professionally engaged in the practice of accounting or auditing and does not provide any expert or
other special assurance or professional opinion as to the sufficiency of internal and external audits, whether the
Company’s financial statements are complete and accurate and are in accordance with generally accepted
accounting principles or on the effectiveness of the system of internal control.
The Audit Committee met ten times in 2010.
Review and Discussions with Management
The Audit Committee has reviewed and discussed the Company’s audited financial statements for the
three years ended December 31, 2010 with management.
Review and Discussions with Independent Accountants
The Audit Committee has discussed with Deloitte & Touche LLP, priceline.com’s independent
registered public accounting firm, the matters required to be discussed by PCAOB Standards AU Section 380
(“Communication With Audit Committees”) which includes, among other items, matters related to the conduct
of the audit of priceline.com’s financial statements.
The Audit Committee has also received the written disclosures and the letter from Deloitte & Touche
LLP required by PCAOB Rule 3526 (“Communication With Audit Committees Concerning Independence”) and
has discussed with Deloitte & Touche LLP its independence with respect to priceline.com. In addition, the Audit
Committee has considered whether Deloitte & Touche LLP’s provision of non-audit services is compatible with
maintaining their independence. The Audit Committee’s meetings include, whenever appropriate, executive
sessions with Deloitte & Touche LLP without the presence of the Company’s management.