TripAdvisor 2013 Annual Report Download - page 149

Officer, General Counsel, the Vice President of Tax and the Corporate Controller as well as from
representatives of internal audit and our auditors. The Audit Committee makes regular reports to the
Board of Directors. In addition, TripAdvisor has, under the supervision of the Audit Committee,
established procedures available to all employees for the anonymous and confidential submission of
complaints relating to any matter to encourage employees to report questionable activities directly to our
senior management and the Audit Committee.
• The Compensation Committee considers and evaluates risks related to our cash and equity-based
compensation programs, policies and practices and evaluates whether our compensation programs
encourage participants to take excessive risks that are reasonably likely to have a material adverse effect
on TripAdvisor or our business. Consistent with SEC disclosure requirements, management has assessed
the compensation policies and practices for our employees, including our executive officers, and has
concluded that such policies and practices do not create risks that are reasonably likely to have a material
adverse effect on TripAdvisor.
Ultimately, though, management is responsible for the day-to-day risk management process, including
identification of key risks and implementation of policies and procedures to manage, mitigate and monitor risks.
In fulfilling these duties, management recently conducted an enterprise and internal audit risk assessment and
will use the results of that assessment in its risk management efforts. In addition, management has formed a
Compliance Committee in connection with the implementation, management and oversight of a corporate
compliance program to promote operational excellence throughout the entire organization in adherence with all
legal and regulatory requirements and with the highest ethical standards
Director Nominations
Given the ownership structure of TripAdvisor and our status as a “controlled company,” the Board of
Directors does not have a nominating committee or other committee performing similar functions or any formal
policy on director nominations. The Board of Directors does not have specific requirements for eligibility to
serve as a director of TripAdvisor, nor does it have a specific policy on diversity; however, the Board of
Directors does consider, among other things, diversity when considering nominees to serve on our Board of
Directors. We broadly construe diversity to mean diversity of opinions, perspectives, and personal and
professional experiences and backgrounds, such as gender, race and ethnicity, as well as other differentiating
characteristics. In evaluating candidates, regardless of how recommended, the Board of Directors considers
whether the professional and personal ethics and values of the candidate are consistent with those of TripAdvisor,
whether the candidate’s experience and expertise would be beneficial to the Board in rendering service to
TripAdvisor, including in providing a mix of Board members that represent a diversity of backgrounds,
perspectives and opinions, whether the candidate is willing and able to devote the necessary time and energy to
the work of the Board of Directors, and whether the candidate is prepared and qualified to represent the best
interests of TripAdvisor’s stockholders.
Pursuant to the Governance Agreement, Liberty has the right to nominate a number of directors equal to
20% of the total number of the directors on the Board of Directors (rounded up to the next whole number if the
number of directors on the Board is not an even multiple of five) for election to the Board of Directors so long as
certain stock ownership requirements are satisfied. Liberty has nominated Messrs. Maffei and Shean as nominees
for 2014. The other nominees to the Board of Directors were recommended by the Chairman and then were
considered and recommended by the entire Board of Directors.
The Board of Directors does not have a formal policy regarding the consideration of director candidates
recommended by stockholders; however, the Board of Directors would consider such recommendations if made
in the future. Stockholders who wish to make such a recommendation should send the recommendation to
TripAdvisor, Inc., 141 Needham Street, Newton, Massachusetts 02464, Attention: Secretary. The envelope must
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