Travelzoo 2014 Annual Report Download - page 29

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26
AUDIT COMMITTEE REPORT
The information contained in this report shall not be deemed to be "soliciting material" or "filed" with the SEC or
subject to the liabilities of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the
extent that Travelzoo specifically incorporates it by reference into a document filed under the Securities Act of 1933, as
amended (the "Securities Act") or the Exchange Act.
The Audit Committee oversees Travelzoo's financial reporting process on behalf of the Board of Directors.
Management is primarily responsible for the financial statements and reporting processes including the systems of internal
controls, while the independent auditors are responsible for performing an independent audit of Travelzoo's consolidated
financial statements in accordance with auditing standards of the Public Company Accounting Oversight Board ("PCAOB"),
and expressing an opinion on the conformity of those financial 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 regarding
the Company's audited consolidated financial statements for the fiscal year ended December 31, 2014. 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 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 applicable
requirements of the PCAOB regarding the independent accountant's communications with the audit committee concerning
independence, 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. 16, as amended.
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, 2014 filed with the SEC. The committee has not yet selected Travelzoo's independent
auditors for fiscal year 2015.
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 auditors. Nor is it
the duty of the committee to conduct investigations or to assure compliance with laws and regulations or Travelzoo's business
conduct policies.
Audit Committee
Mary Reilly (Chair)
Donovan Neale-May
Michael Karg