TripAdvisor 2011 Annual Report Download - page 111

Table of Contents
None.
Evaluation of Disclosure Controls and Procedures
As of December 31, 2011, our management, with the participation of our President and Chief Executive Officer and our Chief Financial
Officer, evaluated the effectiveness of our disclosure controls and procedures pursuant to Rule 13a-15(b) promulgated under the Securities
Exchange Act of 1934, as amended, or the Exchange Act. Based upon that evaluation, our President and Chief Executive Officer and our Chief
Financial Officer concluded that, as of December 31, 2011, our disclosure controls and procedures were effective in ensuring that material
information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and
reported within the time periods specified in the Securities and Exchange Commission’s , or the SEC’s, rules and forms, including ensuring that
such material information is accumulated and communicated to our management, including our President and Chief Executive Officer and our
Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
Changes in internal control over financial reporting.
We have been evaluating, designing and enhancing controls related to processes that previously were handled by Expedia, Inc., or Expedia,
including equity transactions, income taxes, derivatives, treasury functions, and periodic reporting in accordance with SEC rules and regulations.
We also have been evaluating our internal controls over financial reporting and discussing these matters with our independent accountants and
the Audit Committee of our Board of Directors.
Based on these evaluations and discussions, we consider what revisions, improvements, or corrections are necessary in order for us to
conclude that our internal controls are effective. As part of this process we have identified a number of areas where there is a need for
improvement in our internal controls over financial reporting. We are in the process of designing and implementing controls and processes to
address the issues identified through this review.
As part of this ongoing process to improve our internal controls over financial reporting, we have taken the following actions:
Except as set forth in (a)-
(d) above, during the quarter ended December 31, 2011 (beginning on December 21, 2011 when our shares began
trading after the completion of the Spin-Off from Expedia), there were no changes in our internal control over financial reporting that have
materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
We expect to continue monitoring and evaluating our disclosure controls and internal control over financial reporting on an ongoing basis
in an effort to improve their overall effectiveness. In the course of this evaluation, we anticipate we will continue to modify and refine our
internal processes over several reporting periods.
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Item 9.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Item 9A.
Controls and Procedures
(a) Hiring a new financial management team, including our Chief Financial Officer, Director of Financial Reporting and Vice President
of Tax;
(b)
Hiring a new legal team, including our General Counsel and Senior Securities Counsel;
(c)
Adding experienced staff to handle processes that previously were handled by Expedia, including treasury, accounting, income taxes,
stock compensation and equity transactions, managing our financial systems and periodic reporting under SEC rules and regulations;
and
(d)
Increasing communication between our operations and accounting departments.