WeightWatchers 2003 Annual Report Download - page 40

Download and view the complete annual report

Please find page 40 of the 2003 WeightWatchers annual report below. You can navigate through the pages in the report by either clicking on the pages listed below, or by using the keyword search tool below to find specific information within the annual report.

Page out of 112

  • 1
  • 2
  • 3
  • 4
  • 5
  • 6
  • 7
  • 8
  • 9
  • 10
  • 11
  • 12
  • 13
  • 14
  • 15
  • 16
  • 17
  • 18
  • 19
  • 20
  • 21
  • 22
  • 23
  • 24
  • 25
  • 26
  • 27
  • 28
  • 29
  • 30
  • 31
  • 32
  • 33
  • 34
  • 35
  • 36
  • 37
  • 38
  • 39
  • 40
  • 41
  • 42
  • 43
  • 44
  • 45
  • 46
  • 47
  • 48
  • 49
  • 50
  • 51
  • 52
  • 53
  • 54
  • 55
  • 56
  • 57
  • 58
  • 59
  • 60
  • 61
  • 62
  • 63
  • 64
  • 65
  • 66
  • 67
  • 68
  • 69
  • 70
  • 71
  • 72
  • 73
  • 74
  • 75
  • 76
  • 77
  • 78
  • 79
  • 80
  • 81
  • 82
  • 83
  • 84
  • 85
  • 86
  • 87
  • 88
  • 89
  • 90
  • 91
  • 92
  • 93
  • 94
  • 95
  • 96
  • 97
  • 98
  • 99
  • 100
  • 101
  • 102
  • 103
  • 104
  • 105
  • 106
  • 107
  • 108
  • 109
  • 110
  • 111
  • 112

• to establish and maintain procedures for the receipt, retention and treatment of complaints
received by us, from any source, regarding accounting, internal accounting controls or auditing
matters and from our employees for the confidential anonymous submission of concerns
regarding questionable accounting or auditing matters;
• to assist the Board of Directors in its oversight of the integrity of our financial statements;
• 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 auditors and to retain or terminate the
independent auditors and approve all audit and non-audit engagement fees and terms; and
• to review at least annually, the qualifications, performance and independence of the independent
auditors.
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.
Our Board of Directors has determined that each of the Audit Committee members, Sam K. Reed,
Marsha Johnson Evans and John F. Bard, is a financial expert as defined by Item 401(h) of
Regulation S-K of the Exchange Act and is independent under applicable listing standards of the New
York Stock Exchange, Rule 10A-3 under the Exchange Act.
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;
• to monitor performance and compensation of our employee-director, officers and other key
employees;
• to prepare recommendations and periodic reports to the Board of Directors concerning these
matters; and
• to function as the committee that administers the incentive programs referred to in ‘‘Executive
Compensation’’ below.
Compensation and Benefits Committee Interlocks and Insider Participation
None of our executive officers has served as a director or member of the compensation and
benefits committee, or other committee serving an equivalent function, of any entity of which an
executive officer is expected to serve as a member of our compensation and benefits committee.
Board of Directors Report on Executive Compensation Programs
Our Board of Directors oversees our compensation programs with particular attention to the
compensation of our Chief Executive Officer and other executive officers. It is the responsibility of the
Board of Directors to review, recommend and approve changes to our compensation policies and
benefits programs, to administer our stock plans, including approving stock option grants to executive
officers and other stock option grants, and to otherwise ensure that our compensation philosophy is
consistent with our best interests and is properly implemented.
34