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This excerpt taken from the WYN DEF 14A filed Apr 2, 2009. Audit
Committee
Responsibilities include:
All members of the Audit Committee are independent directors
under the Board’s Director Independence Criteria and
applicable regulatory and listing standards. The Board in its
business judgment has determined that each member of the Audit
Committee is financially literate, knowledgeable and qualified
to review financial statements in accordance with applicable
listing standards. The Board has also determined that both
Pauline D.E. Richards and Michael H. Wargotz are audit committee
financial experts within the meaning of applicable SEC rules.
See the Audit Committee Report below. The Audit Committee
Charter is available on the Corporate Governance page of our
website at www.WyndhamWorldwide.com.
This excerpt taken from the WYN DEF 14A filed Mar 17, 2008. Audit
Committee
Responsibilities include:
All members of the Audit Committee are independent directors
under the Board’s Director Independence Criteria and
applicable regulatory and listing standards. The Board in its
business judgment has determined that each member of the Audit
Committee is financially literate, knowledgeable and qualified
to review financial statements in accordance with applicable
listing standards. The Board has also determined that both
Pauline D.E. Richards and Michael H. Wargotz are audit committee
financial experts within the meaning of applicable SEC rules.
Table of Contents
See the Audit Committee Report below. The Audit Committee
Charter is available on the Investor Center page of our website
at www.WyndhamWorldwide.com.
This excerpt taken from the WYN DEF 14A filed Mar 13, 2007. Audit
Committee
Responsibilities include:
Table of Contents
All members of the Audit Committee are independent directors
under the Board’s Director Independence Criteria and
applicable regulatory and listing standards. The Board in its
business judgment has determined that each member of the Audit
Committee is financially literate, knowledgeable and qualified
to review financial statements in accordance with applicable
listing standards. The Board has also determined that Pauline
D.E. Richards is an audit committee financial expert within the
meaning of applicable SEC rules.
See the Audit Committee Report below. The Audit Committee
Charter is available on the Investor Center page of our website
(www.wyndhamworldwide.com).
This excerpt taken from the WYN 8-K filed Jul 19, 2006. Audit Committee The Audit Committee of our Board is expected to be comprised of Messrs. Herrera and Wargotz (Chairman) and Ms. Richards. All members of our Audit Committee will be required to be independent directors as required by the listing standards of the NYSE and our Corporate Governance Principles. We expect that our Board will determine that at least one director meets the requirements for being an “audit committee financial expert” as defined by regulations of the SEC. Our Audit Committee will assist our Board in its oversight of our financial reporting process. Our management will have primary responsibility for the financial statements and the reporting process, including systems of internal controls. Our independent auditors will be responsible for auditing our financial statements and expressing an opinion as to their conformity to accounting principles generally accepted in the United States. In the performance of its oversight function, our Audit Committee will review and discuss with management and the independent auditors our audited financial statements. Our Audit Committee will also discuss with the independent auditors the matters required to be discussed by Statement on Auditing Standards No. 61 and Auditing Standard No. 2 relating to communication with audit committees. In addition, our Audit Committee will receive from the independent auditors the written disclosures and letter required by Independence Standards Board Standard No. 1 relating to independence discussions with audit committees. Our Audit Committee also will discuss with the independent auditors their independence from our company and our management and will consider whether the independent auditor’s provision of non-audit services to our company is compatible with maintaining the auditor’s independence.
161
Table of ContentsOur Audit Committee will discuss with our internal and independent auditors the overall scope and plans for their respective audits. Our Audit Committee will meet with the internal and independent auditors, with and without management present, to discuss the results of their examinations, their evaluations of our internal controls and the overall quality of our financial reporting. In addition, our Audit Committee will meet with our Chief Executive Officer and Chief Financial Officer to discuss the processes that they have undertaken to evaluate the accuracy and fair presentation of our financial statements and the effectiveness of our system of disclosure controls and procedures. | EXCERPTS ON THIS PAGE:
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