Travelzoo 2007 Annual Report Download - page 12

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 financial reporting. Management
represented to the committee that Travelzoo’s consolidated financial statements were prepared in accordance with
accounting principles generally accepted in the United States. The committee has reviewed and discussed the
consolidated financial 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 of the PCAOB.
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 firm’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 financial statements be included in the Annual
Report on Form 10-K for the fiscal year ended December 31, 2007 for filing with the SEC. The committee has not
yet selected Travelzoo’s independent auditors for fiscal year 2008.
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 financial statements are complete and accurate
and are in accordance with generally accepted accounting principles. This is the responsibility of management and
the independent auditor. 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 (Chairman)
Donovan Neale-May
Kelly M. Urso
Director Compensation
Directors who are employees of the Company or its subsidiaries do not receive compensation for serving as
directors. Directors who are not employees of the Company or its subsidiaries are entitled to receive certain
retainers and fees. On June 8, 2007, the Compensation Committee reviewed its director compensation policy and
determined that no adjustments to this director compensation policy were necessary. The retainers and meeting fees
are as follows:
• Annual board member retainer — $30,000;
• Audit committee chair retainer — $30,000;
• Fee for attendance of a board meeting — $1,680;
• Fee for attendance of an Audit Committee meeting — $2,800;
• Fee for attendance of a Disclosure Committee meeting — $1,680;
• Fee for attendance of a Compensation Committee meeting — $2,800; and
• Fee for attendance of a strategy meeting — $4,480.
We also reimburse non-employee directors for out-of-pocket expenses incurred in connection with attending
meetings.
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