WeightWatchers 2004 Annual Report Download - page 47

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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 Company’s independent registered public accounting firm and
to retain or terminate the Company’s independent registered public accounting firm and approve
all audit and non-audit engagement fees and terms; and
• to review at least annually, the qualifications, performance and independence of the Company’s
independent registered public accounting firm.
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 an ‘‘audit committee financial expert’’ as defined by Item
401(h) of Regulation S-K of the Exchange Act, has satisfied the financial literacy requirements of the
New York Stock Exchange and has no direct or indirect material relationship with the Company and
thus is independent under applicable listing standards of the New York Stock Exchange, Rule 10A-3
under the Exchange Act and our Corporate Governance Guidelines. The Audit Committee operates
under a written charter, which is available on the Company’s website at
www.weightwatchersinternational.com. In addition, shareholders may request a free copy of the Audit
Committee charter from: Weight Watchers International, Inc., Attn: Corporate Secretary, 175 Crossways
Park West, Woodbury, NY 11797, (516) 390-1400.
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.
Due to the beneficial ownership by Artal Luxembourg and its affiliates of more than 50% of the
outstanding common stock of the Company, the Company is considered a ‘‘controlled company’’ as
defined in the listing standards of the New York Stock Exchange. As such, the Company is exempt
from the requirements to have nominating/corporate governance and compensation committees
composed entirely of independent directors and a majority of independent directors on its Board of
Directors.
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.
39