Travelzoo 2015 Annual Report Download - page 13

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9
CORPORATE GOVERNANCE
Board Meetings and Committees
The Board of Directors has appointed an Audit Committee, a Compensation Committee, a Disclosure Committee and a
Nominating and Corporate Governance Committee. Below is a table indicating the membership of each of the Audit
Committee, Compensation Committee, and Disclosure Committee and how many times the Board of Directors and each such
committee met in fiscal year 2015. Each of Mr. Holger Bartel, Mr. Ralph Bartel, Mr. Karg, Mr. Neale-May, and Ms. Reilly
attended at least 75 percent of the total number of meetings of the Board of Directors and of the committees on which he or she
serves during the period such persons served.
Name Board Audit Compensation Disclosure
Nominating and
Corporate
Governance
Mr. Holger Bartel Chair
Mr. Ralph Bartel Member
Mr. Neale-May Member Member Chair Chair
Mr. Michael Karg Member Member Chair Member Member
Ms. Mary Reilly Member Chair Member Member
Number of 2015
Meetings 44241
The Company does not require that directors attend the Annual Meeting.
Audit Committee
The Audit Committee's primary responsibilities are to oversee and monitor (i) the integrity of Travelzoo's financial
statements, (ii) the qualifications and independence of our independent registered public accounting firm, (iii) the performance
of our independent registered public accounting firm and internal audit staff, and (iv) the compliance by Travelzoo with legal
and regulatory requirements. A complete description of the committee's responsibilities is set forth in its written charter. A copy
of the written charter can be found in Appendix A of our 2008 proxy statement. The Audit Committee is responsible for
appointing the independent registered public accounting firm and is directly responsible for the compensation and oversight of
the work of our independent registered public accounting firm. The Audit Committee is composed solely of independent
directors as defined in the listing standards of the NASDAQ. The Board has determined that Ms. Mary Reilly qualifies as an
audit committee financial expert within the meaning of the regulations of SEC.
Compensation Committee
The Compensation Committee reviews and approves the compensation and benefits for the Company's executive
officers and directors, and makes recommendations to the Board of Directors regarding such matters. The Compensation
Committee also approves the Company's non-equity incentive plans. The Compensation Committee further reviews and
discusses with management the Compensation Discussion and Analysis section of this proxy statement. The Report of the
Compensation Committee is included herein. The Company is not required to have a Compensation Committee charter since it
is a “Controlled Company” under NASDAQ Rule 5615(c), on account of the stock ownership by Azzurro Capital Inc.
Disclosure Committee
The Disclosure Committee's primary responsibilities are (i) to design, establish and evaluate controls and other
procedures that are designed to ensure the accuracy and timely disclosure of information to the SEC and investment community
and (ii) to review and supervise preparation of SEC filings, press releases and other broadly disseminated correspondence.