TripAdvisor 2013 Annual Report Download - page 147

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 have historically attended in person the
annual meetings 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
Jonathan F. Miller* ..................... X — — —
Dipchand (Deep) Nishar* ................ — — — —
Jeremy Philips* ........................ — X X —
Spencer M. Rascoff* .................... X — — —
Christopher W. Shean ................... — — — X
Sukhinder Singh Cassidy* ................ — Chair Chair —
Robert S. Wiesenthal* ................... Chair — — —
* Independent director
Audit Committee. The Audit Committee of the Board of Directors currently consists of three directors:
Messrs. Miller, Rascoff 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 Rascoff 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 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 our internal audit department, and
(iv) our compliance with legal and regulatory requirements. The Audit Committee met seven times in 2013. The
formal report of the Audit Committee with respect to the year ended December 31, 2013 is set forth in the section
below titled “Audit Committee Report.”
Compensation Committee. The Compensation Committee consists of Ms. Singh Cassidy and
Messrs. Philips and Maffei. Ms. Singh Cassidy is the Chairperson of the Compensation Committee. Each
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