TripAdvisor 2014 Annual Report Download - page 132

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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 six
times in 2014. The formal report of the Audit Committee with respect to the year ended December 31, 2014 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 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 2014.
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 2014.
In this Proxy Statement, we refer to the Compensation Committee and Section 16 Committee collectively as the “Compensation
Committees.”
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 for 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 2014.
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.