Travelzoo 2002 Annual Report Download - page 7

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generally accepted in the United States. The committee has reviewed and discussed the consolidated Ñnancial
statements with management and the independent auditors, including their judgments as to the quality, not
just the acceptability, of Travelzoo's accounting principles and such other matters as are required to be
discussed with the committee under auditing standards generally accepted in the United States.
Travelzoo's independent auditors also provided to the committee the written disclosures required by the
Independence Standards Board Standard No. 1 (Independence Discussions with Audit Committees), and the
committee discussed with the independent auditors that Ñrm's independence, including those matters required
to be discussed by Statement on Auditing Standards No. 61.
In reliance on the reviews and discussions referred to above, the committee recommended to the Board of
Directors (and the Board of Directors has approved) that the audited Ñnancial statements be included in the
Annual Report on Form 10-K for the Ñscal year ended December 31, 2002 for Ñling with the SEC. The
committee has recommended that KPMG LLP be retained as Travelzoo's independent auditors for Ñscal year
2003.
While the committee has the responsibilities and powers set forth in its charter, it is not the duty of the
committee to plan or conduct audits or to determine that Travelzoo's Ñnancial statements are complete and
accurate and are in accordance with generally accepted accounting principles. This is the responsibility of
management and the independent auditors. Nor is it the duty of the committee to conduct investigations or to
assure compliance with laws and regulations and Travelzoo's business conduct policies.
Audit Committee
David J. Ehrlich
Donovan Neale-May
Kelly M. Urso
Director Compensation
During 2002 we compensated each director for his or her service to us. Such compensation consisted of
options for each director to purchase 5,000 shares of Travelzoo common stock at an exercise price of $3.00 per
share. The options are fully vested and expire on March 25, 2012.
Stock Ownership by Directors and Executive OÇcers
The following table shows the amount of our common stock beneÑcially owned as of April 15, 2003, by
each director and each of the executive oÇcers listed in the Summary Compensation Table on page 7 of this
proxy statement, and all current directors and executive oÇcers as a group. In general, shares ""beneÑcially
owned'' include those shares a person has or shares the power to vote, or the power to dispose of. The table
5