WeightWatchers 2002 Annual Report Download - page 38

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Classes and Terms of Directors
Our board of directors is divided into three classes, as nearly equal in number as possible, with
each director serving a three-year term and one class being elected at each year’s annual meeting of
shareholders. The following individuals are directors and serve for the terms indicated:
Class 1 Directors (term expiring in 2005)
Raymond Debbane
Jonas M. Fajgenbaum
John F. Bard
Class 2 Directors (term expiring in 2003)
Sacha Lainovic
Christopher J. Sobecki
Marsha Johnson Evans
Class 3 Director (term expiring in 2004)
Linda Huett
Sam K. Reed
Philippe J. Amouyal
Committees of the Board of Directors
The standing committees of our board of directors consist of an audit committee and a
compensation and benefits committee.
Audit Committee
The principal duties of our audit committee are as follows:
•to oversee that our management has maintained the reliability and integrity of our accounting
policies and financial reporting and our disclosure practices;
•to oversee that our management has established and maintained processes to ensure that an
adequate system of internal controls is functioning;
•to oversee that our management has established and maintained processes to ensure our
compliance with all applicable laws, regulations and corporate policy;
•to review our annual and quarterly financial statements prior to their filing or prior to the
release of earnings;
•to oversee the performance of the independent accountants and to retain or terminate the
independent accountants and approve all engagement fees and terms; and
•to review at least annually, the qualifications, performance and independence of the independent
accountants.
The audit committee has the power to investigate any matter brought to its attention within the
scope of its duties and to retain counsel for this purpose where appropriate.
Compensation and Benefits Committee
The principal duties of the compensation and benefits committee are as follows:
•to review key employee compensation policies, plans and programs;
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