TripAdvisor 2013 Annual Report Download - page 156

AUDIT COMMITTEE REPORT
Management has the primary responsibility for the financial statements, the reporting process and
maintaining an effective system of internal control over financial reporting. TripAdvisor’s independent registered
public accounting firm is engaged to audit and express opinions on the conformity of TripAdvisor’s financial
statements to generally accepted accounting principles and applicable rules and regulations, and the effectiveness
of TripAdvisor’s internal control over financial reporting.
The Audit Committee serves as a representative of the Board of Directors and assists the Board in
monitoring (i) the integrity of the financial reporting process of TripAdvisor, (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. In this context, the Audit Committee met seven times in 2013 and took the following actions:
• appointed the independent registered public accounting firm, discussed with the auditors the overall scope and
plans for the independent audit and pre-approved all audit and non-audit services to be performed by E&Y;
• reviewed and discussed with management and the auditors the audited consolidated financial statements
for the year ended December 31, 2013 as well as TripAdvisor’s quarterly financial statements and interim
financial information contained in each quarterly earnings announcement prior to public release;
• discussed with the auditors the matters required to be discussed by Statement on Auditing Standards
No. 61, “Communication with Audit Committees,” as amended and as adopted by the Public Company
Accounting Oversight Board (“PCAOB”), and received all written disclosures, including the letter from
the auditors required pursuant to Rule 3526 of the PCAOB “Communication with Audit Committees
Concerning Independence”;
• discussed with the auditors its independence from TripAdvisor and TripAdvisor’s management as well as
considered whether the non-audit services provided by the auditors could impair its independence and
concluded that such services would not;
• reviewed and discussed with management and the auditors TripAdvisor’s compliance with requirements
of the Sarbanes-Oxley Act of 2002 with respect to internal control over financial reporting, together with
management’s assessment of the effectiveness of TripAdvisor’s internal control over financial reporting
and the auditors’ audit of internal control over financial reporting; and
• regularly met separately with E&Y, with and without management present, to discuss the results of their
examinations, including the integrity, adequacy and effectiveness of the accounting and financial
reporting processes and controls.
Relying on the reviews and discussions referred to above, the Audit Committee recommended to the Board
of Directors that the audited consolidated financial statements be included in TripAdvisor’s Annual Report on
Form 10-K for the year ended December 31, 2013, and the Board approved such inclusion.
No portion of this Audit Committee Report shall be deemed to be incorporated by reference into any filing
under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, through any
general statement incorporating by reference in its entirety the Proxy Statement in which this report appears,
except to the extent that TripAdvisor specifically incorporates this report or a portion of it by reference. In
addition, this report shall not be deemed filed under either the Securities Act or the Exchange Act.
Members of the Audit Committee:
Robert S. Wiesenthal (Chairman)
Jonathan F. Miller
Spencer Rascoff
20