TripAdvisor 2013 Annual Report Download - page 148

member of the Compensation Committee is an “outside director” for purposes of Section 162(m) of the Internal
Revenue Code of 1986, as amended (the “Code”).With the exception of Mr. Maffei, each member is an
“independent director” as defined by the NASDAQ Rules. No member of the Compensation Committee is an
employee of TripAdvisor.
The Compensation Committee is responsible for (i) designing and overseeing our compensation with respect
to our 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 (which are
handled by the Section 16 Committee described below). A description of our policies and practices for the
consideration and determination of executive compensation is included in the section below titled
“Compensation Discussion and Analysis.” The Compensation Committee met three times in 2013.
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 NASDAQ 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 three times in 2013.
Executive Committee. The Executive Committee consists of Messrs. Kaufer, Maffei and Shean. The
Executive Committee has the powers and authority of the Board of Directors, except those matters that are
specifically reserved to the Board of Directors under Delaware law or our organizational documents. The
Executive Committee primarily serves as a means to address issues that may arise and require Board approval
between regularly scheduled Board meetings. Following are some examples of matters that could be handled by
the Executive Committee: (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 did
not meet in 2013.
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,
General Counsel and Secretary attend Board meetings and discuss operational risks with the Board. Management
also provides reports and presentations on strategic risks to the Board. Among other areas, the Board is involved,
directly or through its committees, in overseeing risks related to our overall corporate strategy, business
continuity, crisis preparedness and competitive and reputational risks.
The committees of the Board execute their oversight responsibility for risk management as follows:
• The Audit Committee has primary responsibility for discussing with management TripAdvisor’s major
financial risks and the steps management has taken to monitor and control such risks. In fulfilling its
responsibilities, the Audit Committee receives regular reports from, among others, the Chief Financial
12