TripAdvisor 2014 Annual Report Download - page 138

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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 our 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
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. In this context, the Audit Committee met six times in 2014 and took the following actions:
x 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 KPMG;
x reviewed and discussed with management and the auditors the audited consolidated financial statements for the year ended
December 31, 2014, as well as our quarterly financial statements and interim financial information contained in each
quarterly earnings announcement prior to public release;
x discussed with the auditors the matters required to be discussed by Auditing Standard No. 16, “Communications with Audit
Committees,” 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”;
x 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;
x reviewed and discussed with management and the auditors our 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 our internal control over financial reporting and the auditors’ audit of internal control over financial reporting; and
x regularly met separately with KPMG, 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 our Annual Report on Form 10-K for the year ended December 31, 2014, 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