Travelzoo 2004 Annual Report Download - page 8

Disclosure Committee
The Disclosure Committee's primary responsibilities are (i) to design, establish and evaluate controls and
other procedures that are designed to ensure the accuracy and timely disclosure of information to the SEC and
investment community and (ii) to review and supervise preparation of all SEC Ñlings, press releases and other
broadly disseminated correspondence.
Nominating Committee
Travelzoo does not have a nominating committee of the Board of Directors. Since it is a ""Controlled
Company'' under Rule 4350(c)(5) of the NASD Manual, on account of the stock ownership by Ralph Bartel,
such a committee is not required. Through his share ownership, Mr. Bartel is in a position to control Travelzoo
and to elect our entire board of directors.
Communications With Directors
The board has established a process to receive communications from stockholders. Stockholders and
other interested parties may contact any member (or all members) of the board, or the non-management
directors as a group, any board committee or any chair of any such committee by mail. To communicate with
the board of directors, any individual directors or any group or committee of directors, correspondence should
be addressed to the board of directors or any such individual directors or group or committee of directors by
either name or title. All such correspondence should be sent ""c/o Corporate Secretary'' at Travelzoo Inc., 590
Madison Avenue, 21st Floor, New York, NY 10022.
All communications received as set forth in the preceding paragraph will be opened by the Corporate
Secretary for the sole purpose of determining whether the contents represent a message to our directors. Any
contents that are not in the nature of advertising, promotions of a product or service, patently oÅensive
material or matters deemed inappropriate for the board of directors will be forwarded promptly to the
addressee. In the case of communications to the board or any group or committee of directors, the Corporate
Secretary will make the suÇcient copies of the contents to send to each director who is a member of the group
or committee to which the correspondence is addressed.
Audit Committee Report
The Audit Committee oversees Travelzoo's Ñnancial reporting process on behalf of your Board of
Directors. Management is primarily responsible for the Ñnancial statements and reporting processes including
the systems of internal controls, while the independent auditors are responsible for performing an independent
audit of Travelzoo's consolidated Ñnancial statements in accordance with auditing standards of the Public
Company Accounting Oversight Board (""PCAOB''), and expressing an opinion on the conformity of those
Ñnancial statements with accounting principles generally accepted in the United States.
In this context, the committee has met and held discussions with management and the independent
auditors. The committee discussed with Travelzoo's independent auditors the overall scope and plan for their
audit. The committee met, at least quarterly, with the independent auditors, with and without management
present, and discussed the results of their examinations, their evaluations of Travelzoo's internal controls, and
the overall quality of Travelzoo's Ñnancial reporting. Management represented to the committee that
Travelzoo's consolidated Ñnancial statements were prepared in accordance with accounting principles
generally accepted in the United States. The committee has reviewed and discussed the consolidated Ñnancial
statements with management and the independent auditors, including their judgments as to the quality, not
just the acceptability, of Travelzoo's accounting principles and such other matters as are required to be
discussed with the committee under auditing standards of the PCAOB.
Travelzoo's independent auditors also provided to the committee the written disclosures required by the
Independence Standards Board Standard No. 1 (Independence Discussions with Audit Committees), and the
committee discussed with the independent auditors that Ñrm's independence, including those matters required
to be discussed by Statement on Auditing Standards No. 61.
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