candidates are available for senior executive positions, the Board of Directors
oversees the development of internal candidates and is responsible, if necessary, for the identification of suitable external successor candidates. The Board of Directors also maintains an “emergency” succession plan in the event of an
unexpected disability or inability of any of our senior executives to perform his or her duties.
Related Person Transactions
The Company has adopted written procedures for the review, approval or ratification of
transactions with related persons that apply to any transaction, arrangement or relationship in which:
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the Company (including any of its subsidiaries) was, is or will be a participant; and
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any related person (i.e., a director, executive officer, director nominee, or any
greater than 5% beneficial owner, or any immediate family member of the foregoing, or any entity in which any of the foregoing persons is employed, or is a partner, principal or in a similar position, or has any greater than 5%
beneficial interest) had, has or will have a direct or indirect interest.
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Under the Company’s related persons policy, transactions with related persons are
reviewed in advance by the General Counsel, Chief Compliance Officer and Corporate Secretary of the Company, or in certain circumstances, as soon as possible thereafter. If it is determined by such officer that the transaction is a related
person transaction and the amount involved exceeds $120,000:
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The transaction will be submitted for review to the Audit Committee, or, under certain circumstances, to the Chairman of the
Audit Committee.
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The Audit Committee or its Chairman will then consider all relevant facts and circumstances available.
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The Audit Committee or its Chairman will approve only those transactions, determined in good faith to be in, or not inconsistent
with, the best interests of the Company and its shareholders.
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Additionally, under certain circumstances, the General Counsel or Chairman of the Audit
Committee may recommend that the independent members of the Board consider the advisability of a related person transaction. The Audit Committee reviews on an annual basis contributions by the Company in excess of $1,000, in the aggregate
(other than contributions made pursuant to the Company’s matching contribution program for employees and directors), to a charitable organization at which a related person is actively involved with fund-raising or serves as a director, trustee
or in a similar capacity.
On September 1, 2022, SRS Mobility Ventures, LLC increased their ownership in one of
our subsidiaries, Avis Mobility Ventures LLC (“AMV”) to 51% at a fair value of $62 million, through the issuance of Class B Preferred Voting Membership Interests in AMV. Prior to this transaction, since August 2021, SRS Mobility Ventures, LLC
had owned a 33 1/3% Class A Membership Interest in AMV. SRS Mobility Ventures, LLC is an affiliate of our largest shareholder, SRS Investment Management, LLC. We provide vehicles and related fleet services to AMV, as well as certain
administrative services to support their operations. For the year ended December 31, 2022, we recognized $7 million of income related to these services within other (income) expense, net, had receivables from AMV of $6 million and had a net
investment in vehicle finance leases of $36 million.
We regularly conduct engagement and outreach efforts in order to communicate with
existing and prospective shareholders, lenders, research analysts, rating agencies, governance firms and others. In 2022, our key engagement activities included numerous group and one-on-one investor meetings, conference calls accessible to all
shareholders following each of our quarterly earnings releases, presentations at various investor conferences, and our 2022 Annual Meeting of Shareholders. Members of management, in addition to our Chief Executive Officer and Chief Financial
Officer, participated in these activities, each of which contained opportunities for shareholders and other constituents to provide feedback to management. We value the input and insights of our shareholders and are committed to continued
engagement with investors. Key topics of focus in 2022 included our strategy and results as well as travel and industry trends.
From time to time, certain of our independent Board members attend investor meetings,
in addition to attending the Annual Meeting of Shareholders.