The Board of Directors of LendingTree, Inc. sets high standards for the Company's employees, officers and directors. Implicit in this philosophy is the importance of sound corporate governance. It is the duty of the Board of Directors to serve as a prudent fiduciary for shareholders and to oversee the management of the Company's business. To fulfill its responsibilities and to discharge its duty, the Board of Directors follows the procedures and standards that are set forth in these guidelines. These guidelines are subject to modification from time to time as the Board of Directors deems appropriate in the best interests of the Company or as required by applicable laws and regulations.
The Board of Directors of LendingTree, Inc. currently has four standing committees: the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee and the Transactions Committee.
The Audit Committee (the "Committee") is appointed by the Board of Directors of LendingTree, Inc. (the "Company") to oversee the accounting and financial reporting processes of the Company and the audits of the Company's financial statements. In that regard, the Committee assists the Board in monitoring (1) the integrity of the financial statements of the Company; (2) the effectiveness of the Company's internal control over financial reporting; (3) the qualifications and independence of the independent registered public accounting firm (the "independent accounting firm"); (4) the performance of the Company's internal audit function and independent accounting firm; and (5) the compliance by the Company with legal and regulatory requirements.
The Compensation Committee (the "Committee") is appointed by the Board of Directors of LendingTree, Inc. (the "Company") to discharge the Board's responsibilities relating to (1) compensation of and benefits to the Company's Chief Executive Officer and the Company's other executive officers (collectively, the "Executive Officers"); (2) complying with associated regulatory requirements; and (3) communicating clearly to stockholders about compensation of the Executive Officers through required disclosure filings. The Committee has overall responsibility for approving and evaluating all compensation plans, policies and programs of the Company as they affect the Executive Officers.
The Nominating and Corporate Governance Committee (the "Committee") is appointed by the Board of Directors of LendingTree, Inc. (the "Company") to (1) assist the Board by identifying individuals qualified to become Board members, consistent with criteria approved by the Board, and to recommend to the Board the director nominees for the next annual meeting of stockholders; (2) lead the Board in its annual review of the Board and management's performance; (3) recommend to the Board director nominees for each committee; (4) oversee the Company's corporate governance practices and procedures; and (5) establish objectives for the Board that align with the Company's corporate governance and business strategies.
The Transactions Committee (the "Committee") is appointed by the Board of Directors of LendingTree, Inc. (the "Company") to review and assess, and assist the Board in reviewing and assessing, potential strategic acquisitions, divestitures and investments and related strategies.
The charters for each of these committees are provided below.
|Code of Business Conduct and Ethics|
|Audit Committee Charter|
|Compensation Committee Charter|
|Nominating and Corporate Governance Committee Charter|
|Transactions Committee Charter|