WeightWatchers 2003 Annual Report Download - page 41

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Please find page 41 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.

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Our compensation philosophy is to (1) provide a competitive total compensation package that
enables us to attract and retain key executive and employee talent needed to accomplish our goals, and
(2) directly link compensation to improvements in our financial and operational performance.
Total compensation is comprised of a base salary plus both cash and non-cash incentive
compensation, and is based on our financial performance and other factors, and is delivered through a
combination of cash and equity-based awards. This approach results in overall compensation levels that
follow our financial performance.
Our Board of Directors reviews each senior executive officer’s base salary annually. In determining
appropriate base salary levels, consideration is given to the officer’s impact level, scope of
responsibility, prior experience, past accomplishments and data on prevailing compensation levels in
relevant executive labor markets.
Our Board of Directors believes that granting stock options provides officers with a strong
economic interest in maximizing shareholder returns over the longer term. We believe that the practice
of granting stock options is important in retaining and recruiting the key talent necessary at all
employee levels to ensure our continued success.
Code of Business Conduct and Ethics
We have adopted a Code of Business Conduct and Ethics for our officers, including our principal
executive officer, principal financial officer and controller, principal accounting officer and persons
performing similar functions, and our employees and directors.
Shareholders may request a free copy of the Code of Business Conduct and Ethics from:
Weight Watchers International
Attn: Investor Relations
175 Crossways Park West
Woodbury, NY 11797
(516) 390-1400
Any amendment of our Code of Business Conduct and Ethics or waiver thereof applicable to any
of our principal executive officer, principal financial officer and controller, principal accounting officer
or persons performing similar functions will be disclosed on our website within 5 days of the date of
such amendment or waiver. In the case of a waiver, the nature of the waiver, the name of the person
to whom the waiver was granted and the date of the waiver will also be disclosed.
Section 16(a) Beneficial Ownership Compliance
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our directors, executive
officers and holders of more than 10% of our common stock (collectively, ‘‘Reporting Persons’’) to file
with the Securities and Exchange Commission initial reports of ownership and reports of changes in
ownership of our common stock. Such persons are required by regulations of the Securities and
Exchange Commission to furnish us with copies of all such filings. Based on our review of the copies of
such filings received by us with respect to the fiscal year ended January 3, 2004 and written
representations from certain Reporting Persons, we believe that all Reporting Persons complied with all
Section 16(a) filing requirements in the fiscal year ended January 3, 2004. However, one late Form 3
was filed by Westend S.A. to report its indirect beneficial ownership of more than 10% of our common
stock through its acquisition of Artal Group S.A.
35