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This excerpt taken from the WYN DEF 14A filed Apr 2, 2009. Audit Committee
Report
The Audit Committee of the Board of Directors assists the Board
in fulfilling its oversight responsibilities for the external
reporting process and the adequacy of Wyndham Worldwide’s
internal controls. Specific responsibilities of the Audit
Committee are set forth in the Audit Committee Charter adopted
by the Board on July 13, 2006. The Charter is available on
the Corporate Governance page of our website at
www.WyndhamWorldwide.com.
The Audit Committee is comprised of three directors, all of whom
meet the standards of independence adopted by the New York Stock
Exchange and the SEC. Subject to shareholder ratification, the
Audit
Table of Contents
Committee appoints Wyndham Worldwide’s independent
registered public accounting firm. The Audit Committee approves
in advance all services to be performed by Wyndham
Worldwide’s independent registered public accounting firm
in accordance with SEC rules, subject to the de minimis
exceptions for non-audit services.
Management is responsible for Wyndham Worldwide’s financial
statements and reporting process, for establishing and
maintaining adequate internal controls over financial reporting,
and for assessing the effectiveness of Wyndham Worldwide’s
internal controls over financial reporting. Deloitte &
Touche LLP, Wyndham Worldwide’s independent registered
public accounting firm, is responsible for the integrated audit
of Wyndham Worldwide’s consolidated financial statements
and internal control over financial reporting. The Audit
Committee has reviewed and discussed Wyndham Worldwide’s
2008 annual report on
Form 10-K,
including the audited consolidated financial statements of
Wyndham Worldwide for the year ended December 31, 2008,
with management and with representatives of Deloitte &
Touche LLP.
The Audit Committee has also discussed with Deloitte &
Touche LLP matters required to be discussed by applicable
standards of the Public Company Accounting Oversight Board
(“PCAOB”), including Statement on Auditing Standards
No. 61, “Communication with Audit
Committees”, as amended, and as adopted by the PCAOB,
as well as
Rule 2-07
of
Regulation S-X
of the SEC — Communication with audit committees.
The Audit Committee has received from Deloitte &
Touche LLP the written disclosures required by applicable
standards of the PCAOB regarding Deloitte & Touche
LLP’s independence, and has discussed with
Deloitte & Touche LLP its independence.
The Audit Committee has also considered whether
Deloitte & Touche LLP providing limited non-audit
services to Wyndham Worldwide is compatible with maintaining its
independence. The Audit Committee has satisfied itself as to the
independence of Deloitte & Touche LLP.
Based on the Audit Committee’s review of the audited
consolidated financial statements of Wyndham Worldwide and
management’s annual report on internal control over
financial reporting, and on the Audit Committee’s
discussions with management of Wyndham Worldwide and with
Deloitte & Touche LLP, the Audit Committee recommended
to the Board of Directors that the audited consolidated
financial statements and management’s annual report on
internal control over financial reporting be included in Wyndham
Worldwide’s Annual Report on
Form 10-K
for the year ended December 31, 2008.
AUDIT COMMITTEE
Michael H. Wargotz (Chair)
George Herrera
Pauline D.E. Richards
This excerpt taken from the WYN DEF 14A filed Mar 17, 2008. Audit Committee
Report
The Audit Committee of the Board of Directors assists the Board
in fulfilling its oversight responsibilities for the external
reporting process and the adequacy of Wyndham Worldwide’s
internal controls. Specific responsibilities of the Audit
Committee are set forth in the Audit Committee Charter adopted
by the Board on July 13, 2006. The Charter is available on
the Investor Center page of our website at
www.WyndhamWorldwide.com.
The Audit Committee is comprised of three directors, all of whom
meet the standards of independence adopted by the New York Stock
Exchange and the SEC. Subject to shareholder ratification, the
Audit Committee appoints Wyndham Worldwide’s independent
registered public accounting firm. The Audit Committee approves
in advance all services to be performed by Wyndham
Worldwide’s independent registered public accounting firm
in accordance with SEC rules, subject to the de minimis
exceptions for non-audit services.
Management is responsible for Wyndham Worldwide’s financial
statements and reporting process, for establishing and
maintaining adequate internal controls over financial reporting,
and for assessing the effectiveness of Wyndham Worldwide’s
internal controls over financial reporting. Deloitte &
Touche LLP, Wyndham Worldwide’s independent registered
public accounting firm, is responsible for the integrated audit
of Wyndham Worldwide’s consolidated financial statements
and internal control over financial reporting. The Audit
Committee has reviewed and discussed Wyndham Worldwide’s
2007 annual report on
Form 10-K,
including the audited consolidated financial statements of
Wyndham Worldwide for the year ended December 31, 2007,
with management and with representatives of Deloitte &
Touche LLP.
The Audit Committee has also discussed with Deloitte &
Touche LLP matters required to be discussed by applicable
standards of the Public Company Accounting Oversight Board
(“PCAOB”), including Statement on Auditing Standards
No. 61, “Communication with Audit
Committees”, as amended, and as adopted by the PCAOB,
as well as
Rule 2-07
of
Regulation S-X
of the SEC — Communication with audit committees.
The Audit Committee has received from Deloitte &
Touche LLP the written disclosures required by Independence
Standards Board Standard No. 1, Independence Discussions
with Audit Committees and has discussed with
Deloitte & Touche LLP its independence.
The Audit Committee has also considered whether
Deloitte & Touche LLP providing limited non-audit
services to Wyndham Worldwide is compatible with maintaining its
independence. The Audit Committee has satisfied itself as to the
independence of Deloitte & Touche LLP.
Based on the Audit Committee’s review of the audited
consolidated financial statements of Wyndham Worldwide and
management’s annual report on internal control over
financial reporting, and on the Audit Committee’s
discussions with management of Wyndham Worldwide and with
Deloitte & Touche LLP, the Audit Committee recommended
to the Board of Directors that the audited consolidated
financial statements and management’s annual report on
internal control over financial reporting be
Table of Contents
included in Wyndham Worldwide’s Annual Report on
Form 10-K
for the year ended December 31, 2007.
AUDIT COMMITTEE
Michael H. Wargotz (Chair)
George Herrera Pauline D.E. Richards This excerpt taken from the WYN DEF 14A filed Mar 13, 2007. Audit Committee
Report
The Audit Committee of the Board of Directors assists the Board
in fulfilling its oversight responsibilities for the external
reporting process and the adequacy of Wyndham Worldwide’s
internal controls. Specific responsibilities of the Audit
Committee are set forth in the Audit Committee Charter adopted
by the Board on July 13, 2006. The Charter is available on
the Investor Center page of our website
(www.wyndhamworldwide.com).
The Audit Committee is comprised of three directors, all of whom
meet the standards of independence adopted by the New York Stock
Exchange and the SEC. Subject to shareholder ratification, the
Audit Committee appoints Wyndham Worldwide’s independent
registered public accounting firm. The Audit Committee approves
in advance all services to be performed by Wyndham
Worldwide’s independent registered public accounting firm
in accordance with SEC rules, subject to the de minimis
exceptions for non-audit services.
Table of Contents
Management is responsible for Wyndham Worldwide’s financial
statements and reporting process, for establishing and
maintaining an adequate system of internal controls over
financial reporting, and for assessing the effectiveness of
Wyndham Worldwide’s internal controls over financial
reporting. Deloitte & Touche LLP, Wyndham
Worldwide’s independent registered public accounting firm,
is responsible for auditing Wyndham Worldwide’s
consolidated and combined financial statements. The Audit
Committee has reviewed and discussed Wyndham Worldwide’s
2006 annual report on
Form 10-K,
including the audited consolidated and combined financial
statements of Wyndham Worldwide for the year ended
December 31, 2006, with management and with representatives
of Deloitte & Touche LLP.
The Audit Committee has also discussed with Deloitte &
Touche LLP matters required to be discussed by Statement on
Auditing Standards No. 61 (Communications with Audit
Committees), as amended, other applicable auditing standards of
the Public Company Audit Oversight Board, as well as
Rule 2-07
of
Regulation S-X
of the SEC — Communication with audit
committees. The Audit Committee has received from
Deloitte & Touche LLP the written disclosures required
by Independence Standards Board Standard No. 1
(Independence Discussions with Audit Committees) and has
discussed with Deloitte & Touche LLP its independence.
The Audit Committee has also considered whether
Deloitte & Touche LLP providing limited non-audit
services to Wyndham Worldwide is compatible with maintaining its
independence. The Audit Committee has satisfied itself as to the
independence of Deloitte & Touche LLP.
Based on the Audit Committee’s review of the audited
consolidated and combined financial statements of Wyndham
Worldwide, and on the Audit Committee’s discussions with
management of Wyndham Worldwide and with Deloitte &
Touche LLP, the Audit Committee recommended to the Board of
Directors that the audited consolidated and combined financial
statements be included in Wyndham Worldwide’s Annual Report
on
Form 10-K
for the year ended December 31, 2006.
AUDIT COMMITTEE
Michael H. Wargotz (Chair)
George Herrera
Pauline D.E. Richards
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