Travelzoo 2003 Annual Report Download - page 9

Nominating Committee
Travelzoo does not have a nominating committee of the Board of Directors. Since it is a ""Controlled
Company'' under NASDAQ Rule 4350(c)(5), on account of the stock ownership by Mr. Bartel, such a
committee is not required.
Communications with Directors
The board has established a process to receive communications from stockholders. Stockholders and
other interested parties may contact any member (or all members) of the board, or the non-management
directors as a group, any board committee or any chair of any such committee by mail. To communicate with
the board of directors, any individual directors or any group or committee of directors, correspondence should
be addressed to the board of directors or any such individual directors or group or committee of directors by
either name or title. All such correspondence should be sent ""c/o Corporate Secretary'' at Travelzoo Inc.,
590 Madison Avenue, 21st Floor, New York, NY 10022.
All communications received as set forth in the preceding paragraph will be opened by the Corporate
Secretary for the sole purpose of determining whether the contents represent a message to our directors. Any
contents that are not in the nature of advertising, promotions of a product or service, patently oÅensive
material or matters deemed inappropriate for the board of directors will be forwarded promptly to the
addressee. In the case of communications to the board or any group or committee of directors, the Corporate
Secretary will make the suÇcient copies of the contents to send to each director who is a member of the group
or committee to which the envelope is addressed.
Audit Committee Report
The Audit Committee oversees Travelzoo's Ñnancial reporting process on behalf of your Board of
Directors. Management is primarily responsible for the Ñnancial statements and reporting process including
the systems of internal controls, while the independent auditors are responsible for performing an independent
audit of Travelzoo's consolidated Ñnancial statements in accordance with auditing standards generally
accepted in the United States, and expressing an opinion on the conformity of those Ñnancial statements with
accounting principles generally accepted in the United States.
In this context, the committee has met and held discussions with management and the independent
auditors. The committee discussed with Travelzoo's independent auditors the overall scope and plan for their
audit. The committee met, at least quarterly, with the independent auditors, with and without management
present, and discussed the results of their examinations, their evaluations of Travelzoo's internal controls, and
the overall quality of Travelzoo's Ñnancial reporting. Management represented to the committee that
Travelzoo's consolidated Ñnancial statements were prepared in accordance with accounting principles
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, 2003 for Ñling with the SEC. The
committee has retained KPMG LLP as Travelzoo's independent auditors for Ñscal year 2004.
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
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