Report of the Audit
To Our Stockholders:
The following four directors serve
on the Audit Committee: Walter C. Rakowich (Chair), John B. Morse, Jr., Mary Hogan Preusse and A. William Stein. None of these directors are officers or employees of Host Hotels & Resorts, Inc. (the Company), and all meet the
independence requirements of the Nasdaq Stock Market LLC and Rule 10A-3 of the Exchange Act. The Board of Directors has determined that each member of the Audit Committee qualifies as an audit committee
financial expert as defined by the Securities and Exchange Commission in Item 407(d) of Regulation S-K. The Audit Committee operates under a written charter adopted by the Board of Directors that
outlines its responsibilities and the practices it follows. You can view the charter on the Companys website, www.hosthotels.com, by clicking on Our Company and then Governance. The Committee reviews and assesses
the adequacy of its charter at least annually and, when appropriate, recommends changes to the Board of Directors to reflect the evolving role of the Audit Committee. The Audit Committee held seven meetings in 2021.
The Audit Committee serves as the
representative of the Board of Directors for general oversight of the Companys financial accounting and reporting, system of internal control and audit processes. Management of the Company has responsibility for preparing the Companys
financial statements, as well as for the Companys financial reporting process and internal controls. KPMG LLP, acting as independent registered public accounting firm, is responsible for performing an independent audit of the Companys
financial statements and internal control over financial reporting and for expressing an opinion on the conformity of the Companys financial statements with U.S. generally accepted accounting principles and the effectiveness of the
Companys internal control over financial reporting. PricewaterhouseCoopers, LLP, acting as non-independent registered public accountants in its performance as the Companys internal auditor, is
responsible for assisting the Companys review of the effectiveness of its internal control over financial reporting. The Audit Committee is responsible for monitoring and overseeing these processes.
In order to assure continuing
external auditor independence, the Audit Committee periodically considers whether there should be a rotation of the audit firm. Further, in conjunction with the mandated rotation of the external audit firms lead engagement partner, the Audit
Committee and its Chair are directly involved in the selection of KPMG LLPs lead engagement partner. The Audit Committee believes that the continued retention of KPMG LLP to serve as the Companys independent registered public accountants
is in the best interests of the Company and its stockholders. Among the factors considered by the Audit Committee in reaching this recommendation are the following: the quality of KPMG LLPs staff, work and quality control; its expertise in the
real estate investment trust and hospitality industries; its independence from the Company; the quality and candor of its communications with the Company and the Audit Committee; and the benefits of its tenure as auditor, including enhanced audit
quality and competitive fees.
The Audit Committee members are not professional accountants or auditors, and the Audit Committees
functions are not intended to duplicate or certify the activities of management and the independent registered public accounting firm. In this context, the Audit Committee has:
reviewed and discussed with management the audited financial statements for each of
the Company and Host Hotels & Resorts, L.P. for the year ended December 31, 2021, including discussions of the quality, not merely the acceptability, of the Companys accounting principles, the reasonableness of significant
estimates and judgments, and the clarity of disclosure in the Companys financial statements;
discussed with both the Companys internal and independent registered public
accounting firms the overall scope for their respective audits and the results of their examinations, the evaluations of the Companys internal control over financial reporting, and the overall quality of the Companys financial
discussed with the independent registered public accounting firm the matters required
to be discussed by the applicable requirements of the Public Company Accounting Oversight Board;
received the written disclosures and the letter from the independent registered public
accountants required by the applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountants communications with the Audit Committee concerning independence; and
KPMG LLP their independence from the Company and its management, including the compatibility of non-audit services, if any, with maintaining their independence.
In reliance on the reviews, reports
and discussions referred to above, the Audit Committee recommended to the Board of Directors, and the Board of Directors has approved, that the audited financial statements be included in the Annual Report on Form
10-K of the Company and Host Hotels & Resorts, L.P. for the year ended December 31, 2021. The Annual Report on Form 10-K was filed with the Securities
and Exchange Commission on February 24, 2022.
The Audit Committee
Walter C. Rakowich,
John B. Morse,