WeightWatchers 2004 Annual Report Download - page 48

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Compensation and Benefits Committee Report on Executive Compensation Programs
Our Compensation and Benefits Committee 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 Compensation and Benefits Committee 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.
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 Compensation and Benefits Committee 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 Compensation and Benefits Committee 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, principal accounting officer and controller, and our
employees and directors.
Shareholders may request a free copy of the Code of Business Conduct and Ethics from:
Weight Watchers International, Inc.
Attn: Corporate Secretary
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, principal accounting officer or controller
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.
Corporate Governance Guidelines
The Company has adopted a Corporate Governance Guidelines for our officers, directors and
employees. Our Corporate Governance Guidelines are available on our website at
www.weightwatchersinternational.com. In addition, shareholders may request a free copy of our
Corporate Governance Guidelines from: Weight Watchers International, Inc., Attn: Corporate
Secretary, 175 Crossways Park West, Woodbury, NY 11797, (516) 390-1400.
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