Travelzoo 2005 Annual Report Download - page 18

Appendix A: Audit Committee Charter
I. STATEMENT OF PURPOSE
The Audit Committee (the ""Committee'') will assist the Board of Directors (the ""Board'') of Travelzoo
Inc. (the ""Company'') in fulÑlling the Board's oversight responsibilities with regard to the Company's
Ñnancial reporting process. The duties of the Committee are ones of oversight. It is not the duty of the
Committee to plan or conduct audits or to determine that the Company's Ñnancial statements are complete
and accurate and prepared in accordance with generally accepted accounting principles. The primary
responsibility for the Company's Ñnancial statements and internal controls rests with the Company's
management. Similarly, it is not the duty of the Committee to conduct investigations or to assure compliance
with laws and regulations or to monitor the Company's legal compliance programs. The primary responsibility
for these matters also rests with the Company's management. The Board recognizes that the Committee
necessarily will rely on the advice and information it receives from the Company's management and
independent auditors. Recognizing these inherent limits on the scope of the Committee's review, however, the
Board expects the Committee to exercise independent judgment in assessing the quality of the Company's
Ñnancial reporting process and its internal controls. The Board also expects that the Committee will maintain
free and open communication with the other directors, the Company's independent auditors and the Ñnancial
management of the Company.
II. COMPOSITION OF THE AUDIT COMMITTEE
The Committee shall be comprised of at least three members of the Board, with the number of members
to be determined from time to time by the Board. The members shall be designated by the Board, and the
composition of the Committee shall, in the judgment of the Board, be such as to comply with
(i) Rule 4350(d)(2) of The NASDAQ Stock Market Rules, or the applicable rule governing audit
committees of such other national market system or exchange on which the Company's stock may be traded
from time to time, (ii) Sections 301 and 407 of the Sarbanes-Oxley Act of 2002 and any rules or regulations
promulgated thereunder (the ""Act''), and (iii) any successor laws, rules or regulations.
III. MEETINGS
The Committee shall meet at least four times annually, or more frequently as the Committee may from
time to time determine may be appropriate. At least quarterly, the Committee shall meet in separate executive
sessions with the Company's Chief Financial OÇcer, the independent auditors and the Controller. Unless the
Board has previously designated the Chair, the members of the Committee shall designate a Chair by majority
vote. Two or more committee members shall constitute a quorum.
At the invitation of the Chair of the Committee, the meetings will be attended by the Chair of the Board,
Chief Executive OÇcer, Chief Financial OÇcer, Controller, representatives from the independent audit Ñrm,
and/or other persons as are appropriate to matters under consideration.
IV. DUTIES AND RESPONSIBILITIES OF THE AUDIT COMMITTEE
The duties and responsibilities of the Committee shall include the following:
A. Independent Auditors
1. Receive the written disclosures and letter from the Company's independent auditors contem-
plated by Independence Standards Board Standard No. 1, Independence Discussions with Audit
Committees, as the same may be modiÑed or supplemented, and discuss with the independent auditors
any issues required to be discussed regarding their objectivity and independence. Receive the disclosures,
as the same may be modiÑed or supplemented, required by Section 204 of the Act, and discuss with the
independent auditors any issues disclosed therein. Approve, in advance, the retention of the independent
auditors for any non-audit service permissible under Sections 201 and 202 of the Act and the fee for such
service. Consider any signiÑcant non-audit assignments awarded to the independent auditors and
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