Activision Blizzard (ATVI)

Fiscal 2008 Board and Committee Matters

Board Composition and Meetings

        During fiscal 2008, the members of the Board were Robert A. Kotick, Brian G. Kelly, Ronald Doornink, Robert J. Corti, Barbara S. Isgur, Robert J. Morgado, Peter J. Nolan and Richard Sarnoff. Based upon information requested from and provided by each director concerning his or her background, employment and affiliations, including family relationships, the Board determined that each of Messrs. Corti, Nolan, Morgado and Sarnoff and Ms. Isgur was an independent director. In making such determination, the Board considered the relationships that each of the directors had with the Company and other facts and circumstances the Board deemed relevant.

        The Board met nine times during fiscal 2008. All directors who served on the Board during fiscal 2008 attended at least 75% of the aggregate number of meetings held by the Board and each committee on which they served during fiscal 2008.

        All directors attended the 2007 annual meeting of stockholders.

Audit Committee Composition and Meetings

        During fiscal 2008, the members of the Audit Committee were Mr. Corti (Chairperson), Ms. Isgur and Mr. Morgado. The Board determined that each member of the Audit Committee was an independent director and understood financial statements and was financially literate. The Board has determined that Mr. Corti was an "audit committee financial expert" as defined in the applicable rules of the SEC.

        The Audit Committee met four times during fiscal 2008.

Compensation Committee Composition and Meetings

        During fiscal 2008, the members of the Compensation Committee were Mr. Morgado (Chairperson), Ms. Isgur and Mr. Nolan. The Board determined that each was an independent director and a "non-employee director" as defined in the applicable rules of the SEC.

        The Compensation Committee met 13 times during fiscal 2008.

Nominating and Corporate Governance Committee Composition and Meetings

        During fiscal 2008, the members of the Nominating and Corporate Governance Committee were Mr. Morgado (Chairperson), Mr. Corti and Mr. Sarnoff. The Board determined that each was an independent director.

        The Nominating and Corporate Governance Committee met 11 times during fiscal 2008.

Compensation Committee Interlocks and Insider Participation

        During fiscal 2008, the Compensation Committee consisted of Ms. Isgur, Mr. Morgado and Mr. Nolan. None of these persons has at any time been an officer or employee of the Company or any of its subsidiaries. In addition, no member of the Compensation Committee had any relationship with us requiring disclosure under Item 404 of Regulation S-K adopted by the SEC.