TripAdvisor 2012 Annual Report Download - page 142

us with the benefit of Mr. Maffei’s oversight of TripAdvisor’s strategic goals and vision, coupled with the benefit
of a full-time Chief Executive Officer dedicated to focusing on the day-to-day management and continued
growth of the Company and its operating businesses. We believe that it is in the best interests of our stockholders
for the Board of Directors to make a determination regarding the separation or combination of these roles each
time it elects a new Chairman or Chief Executive Officer based on the relevant facts and circumstances
applicable at such time. Independent members of the Board of Directors chair our Audit Committee,
Compensation Committee and Section 16 Committee.
Meeting Attendance
The Board of Directors met four times in 2012. During such period, all of the incumbent directors attended
100% of the meetings of the Board and the Board committees on which they served. The independent directors
meet in regularly scheduled sessions, typically before or after each Board meeting, without the presence of
management. We do not have a lead independent director or any other formally appointed leader for these
sessions. Directors are encouraged, but not required to attend annual meetings of TripAdvisor stockholders. All
of the incumbent directors at the time attended the 2012 Annual Meeting of Stockholders.
Committees of the Board of Directors
The Board of Directors has the following standing committees: the Audit Committee, the Compensation
Committee, the Section 16 Committee and the Executive Committee. The Audit, Compensation and Section 16
Committees operate under written charters adopted by the Board of Directors. These charters are available in the
“Corporate Governance” section of the Investor Relations page of TripAdvisor’s corporate website at
ir.tripadvisor.com. At each regularly scheduled Board meeting, the Chairperson of each committee provides the
full Board of Directors with an update of all significant matters discussed, reviewed, considered and/or approved
by the relevant committee since the last regularly scheduled Board meeting. The independent membership of our
Audit, Compensation and Section 16 Committees ensures that directors with no ties to Company management are
charged with oversight for all financial reporting and executive compensation related decisions made by
Company management.
The following table sets forth the current members of each committee of the Board of Directors.
Name
Audit
Committee
Compensation
Committee
Section 16
Committee
Executive
Committee
Gregory B. Maffei ...................... — X — X
Stephen Kaufer ......................... — — — X
Christopher W. Shean ................... — — — X
Sukhinder Singh Cassidy(1) .............. — Chair Chair —
Jonathan F. Miller(1) .................... X — — —
Jeremy Philips(1) ....................... X X X —
Robert S. Wiesenthal(1) .................. Chair — — —
(1) Independent director
Audit Committee. The Audit Committee of the Board of Directors currently consists of three directors:
Messrs. Miller, Philips and Wiesenthal. Mr. Wiesenthal is the Chairman of the Audit Committee. Each Audit
Committee member satisfies the independence requirements under the current standards imposed by the rules of
the SEC and NASDAQ. The Board has determined that each of Messrs. Wiesenthal and Philips is an “audit
committee financial expert,” as such term is defined in the regulations promulgated under the Securities
Exchange Act of 1934, as amended (the “Exchange Act”). The Audit Committee functions pursuant to a written
charter adopted by the Board of Directors, pursuant to which the Audit Committee is granted the responsibilities
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