Travelzoo 2002 Annual Report Download - page 16

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B. Management
1. Discuss at least annually with the Company's management and outside counsel the eÅectiveness of the
Company's legal compliance programs, any legal matters that may have a material impact on the Company's
Ñnancial statements and any material reports or inquiries received from regulators or government agencies.
2. Review all related party transactions and potential conÖict of interest situations involving the
Company's principal shareholders or members of the Board or senior management.
3. Authorize and oversee investigations deemed appropriate by the Committee into any matters within
the Committee's scope of responsibility as described in this Charter or as may subsequently be delegated to
the Committee by the Board, with the power to retain independent counsel, accountants and other advisors
and experts to assist the Committee if deemed appropriate and to determine appropriate compensation for
such advisors.
4. Prepare the disclosure required of this Committee by S-K Item 306 of the Securities and Exchange
Commission regulations to be included in the Company's annual proxy statement.
5. Review this Charter on an annual basis and make recommendations to the Board concerning any
changes deemed appropriate; ensure that this Charter is Ñled with the Securities and Exchange Commission,
as required.
C. Other Matters
1. Establish procedures for (i) the receipt, retention and treatment of complaints receive by the
Company regarding accounting, internal accounting controls or auditing matters; and (ii) the conÑdential,
anonymous submission by employees of the Company of concerns regarding questionable accounting or
auditing matters.
2. Report actions of the Committee periodically to the Board with such recommendations for action as
the Committee deems appropriate.
3. Maintain minutes or other records, either separately or within the minutes of the Board, of meetings
and activities of the Committee.
A-3