TripAdvisor 2012 Annual Report Download - page 143

and authority necessary to comply with Rule 10A-3 of the Exchange Act. The full text of the Audit Committee
charter is available in the “Corporate Governance” section of TripAdvisor’s corporate website at
ir.tripadvisor.com. The Audit Committee is appointed by the Board of Directors to assist the Board with a variety
of matters discussed in detail in the Audit Committee charter, including monitoring (i) the integrity of our
financial reporting process, (ii) the independent registered public accounting firm’s qualifications and
independence, (iii) the performance of the independent registered public accounting firm and (iv) our compliance
with legal and regulatory requirements. The formal report of the Audit Committee with respect to the year ended
December 31, 2012 is set forth in the section below titled “Audit Committee Report.” The Audit Committee met
9 times in 2012.
Compensation Committee. During 2012, the Compensation Committee consisted of Ms. Singh Cassidy
and Messrs. Philips and Michael P. Zeisser. In February 2013, Mr. Zeisser resigned from the Board and the
Board reconstituted the Compensation Committee to consist of Ms. Singh Cassidy and Messrs. Philips and
Maffei. Ms. Singh Cassidy is the Chairperson of the Compensation Committee. With the exception of
Mr. Maffei, each member is an “independent director” as defined by the NASDAQ listing rules. No member of
the Compensation Committee is an employee of TripAdvisor. The Compensation Committee functions pursuant
to a written charter adopted by the Board of Directors. The full text of the Compensation Committee charter is
available in the “Corporate Governance” section of TripAdvisor’s corporate website at ir.tripadvisor.com. The
Compensation Committee is responsible for (i) administering and overseeing our compensation with respect to
executive officers, including salary matters, bonus plans and stock compensation plans and (ii) approving all
grants of equity awards, but excluding matters governed by Rule 16b-3 under the Exchange Act (see the section
below titled “Section 16 Committee”). A description of our processes and procedures for the consideration and
determination of executive compensation is included in the section below titled “Compensation Discussion and
Analysis.” The Compensation Committee met 6 times in 2012.
Section 16 Committee. The Section 16 Committee consists of Ms. Singh Cassidy and Mr. Philips.
Ms. Singh Cassidy is the Chairperson of the Section 16 Committee. Each member is an “independent director” as
defined by the Listing Rules and satisfies the definition of “non-employee director” for purposes of Section 16 of
the Exchange Act. The Section 16 Committee is authorized to exercise all powers of the Board of Directors with
respect to matters governed by Rule 16b-3 under the Exchange Act, including approving grants of equity awards
to TripAdvisor’s executive officers. The Section 16 Committee met 6 times in 2012.
Executive Committee. During 2012, the Executive Committee consisted of Messrs. Barry Diller, Stephen
Kaufer and Victor A. Kaufman. In February 2013, the Board reconstituted the Executive Committee to consist of
Messrs. Kaufer, Maffei and Shean. The Executive Committee has the powers of the Board of Directors in the
intervals between meetings of the Board of Directors with respect to (i) oversight and implementation of matters
approved by the Board of Directors, (ii) administrative matters with respect to benefit plans, transfer agent
matters, banking authority, formation of subsidiaries and other administrative items involving subsidiaries and
determinations or findings under TripAdvisor’s financing arrangements and (iii) in the case of a natural disaster
or other emergency as a result of which a quorum of the Board of Directors cannot readily be convened for
action, directing the management of the business and affairs of TripAdvisor during such emergency or natural
disaster. The Executive Committee shall not have authority with respect to those matters that are specifically
reserved to the Board of Directors under Delaware law. The Executive Committee met 4 times in 2012.
Risk Oversight
Assessing and managing risk is the responsibility of TripAdvisor’s management. Our Board of Directors
oversees and reviews certain aspects of our risk management efforts. Our Board of Directors is involved in risk
oversight through direct decision-making authority with respect to significant matters and the oversight of
management by the Board of Directors and its committees. The President and Chief Executive Officer, the Senior
Vice President, Chief Financial Officer, Chief Accounting Officer and Treasurer and the Senior Vice President,
11