WeightWatchers 2005 Annual Report Download - page 62

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• 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 our independent registered public accounting firm and to retain
or terminate the 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 our
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, Mr. Reed,
Ms. Evans and Mr. 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 us 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 our 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, 11 Madison Avenue, 17th Floor, New York, NY 10010,
(212) 589-2700.
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 of more than 50% of our outstanding common stock, we
are considered a ‘‘controlled company’’ as defined in the listing standards of the NYSE. As such, we
have elected to be exempt from the requirements to have nominating/corporate governance and
compensation committees composed entirely of independent directors and a majority of independent
directors on our Board of Directors.
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. Our Code of Business Conduct and Ethics is available on our website at
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