Travelzoo 2010 Annual Report Download - page 11

is in a position to control Travelzoo and to elect our entire Board of Directors. Azzurro Capital Inc. considers
candidates for director nominees.
The Board’s Role in Risk Oversight
The full Board oversees enterprise risk as part of its role in reviewing and overseeing the implementation of the
Company’s strategic plans and objectives. The risk oversight function is administered both in full Board discussions
and in individual committees that are tasked by the Board with oversight of specific risks. On a regular basis, the
Board and its committees receive information and reports from management on the status of the Company and the
risks associated with the Company’s strategy and business plans. In addition, the Audit Committee reviews the
Company’s risk assessment and risk management policies and procedures at least annually, including steps taken to
monitor and control such exposures. The Board believes the continuity of Board membership, as well as the
independent directors constituting a majority of the Board and separation of the roles of Chairman and Chief
Executive Officer, encourage open discussion and assessment of the Company’s ability to manage its risks.
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, 37th 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 offensive 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 sufficient 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 information contained in this report shall not be deemed to be “soliciting material” or “filed” with the SEC
or subject to the liabilities of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
except to the extent that Travelzoo specifically incorporates it by reference into a document filed under the
Securities Act of 1933, as amended (the “Securities Act”) or the Exchange Act.
The Audit Committee oversees Travelzoo’s financial reporting process on behalf of the Board of Directors.
Management is primarily responsible for the financial 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 financial statements in accordance with auditing standards of the Public Company Accounting
Oversight Board (“PCAOB”), and expressing an opinion on the conformity of those financial 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
regarding the Company’s audited consolidated financial statements for the fiscal year ended December 31, 2010.
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 financial reporting. Management represented to the committee that Travelzoo’s consolidated
financial statements were prepared in accordance with accounting principles generally accepted in the United
States. The committee has reviewed and discussed the consolidated financial statements with management and the
independent auditors, including their judgments as to the quality, not just the acceptability, of Travelzoo’s
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