|
|
![]() | ![]() | ![]() | ![]() |
| |||||||||
This excerpt taken from the ATVI DEF 14A filed Jul 28, 2006. BOARD OF DIRECTORS MEETINGS AND COMMITTEES The Board met seven times during the Company's fiscal year ended March 31, 2006. All directors who served on the Board during fiscal 2006 attended at least 75% of the meetings of the Board and of each committee on which they served during 2006. The Board currently has three committees, each of which operates under a charter approved by the Board: the Audit Committee, the Compensation Committee, and the Nominating and Corporate Governance Committee. The members of the Audit Committee are Mr. Corti (Chairperson), Ms. Isgur and Mr. Morgado. The Board has determined that Mr. Corti, Ms. Isgur and Mr. Morgado each meets the independence requirements and the financial literacy standards of the NASDAQ, as well as the independence requirements of the applicable rules of the Securities and Exchange Commission ("SEC"). The Board has designated Mr. Corti as the Audit Committee's "financial expert" after determining that he meets the criteria for an "audit committee financial expert" as set forth in applicable SEC rules. The primary responsibilities of the Audit Committee are (i) to appoint, set the compensation for, and oversee the Company's independent registered public accounting firm; (ii) to review the Company's general policies and procedures with respect to audits and accounting and financial controls, the scope and results of the auditing engagement and the independence of the Company's independent registered public accounting firm; and (iii) to review and pass upon the terms of any proposed related party transactions. The Audit Committee meets at least quarterly, and each regular meeting includes a discussion with representatives from its independent registered public accounting firm focusing, among other things, on key accounting principles and internal controls. The Company's Audit Committee charter can be found on the Company's web site at http://www.activision.com/corpgov. The Audit Committee met five times during the fiscal year ended March 31, 2006. The members of the Compensation Committee are Mr. Morgado (Chairperson), Ms. Isgur and Mr. Nolan, each of whom the Board has determined meets the applicable independence requirements. The Compensation Committee reviews and makes recommendations to the Board concerning the Company's executive compensation policy. The Compensation Committee also serves as the committee to administer the Company's incentive plans and employee stock purchase plans. The Compensation Committee's charter can be found on the Company's web site at http://www.activision.com/corpgov. The Compensation Committee consults frequently with senior management, acts regularly by written consent and met four times during the fiscal year ended March 31, 2006. At present the members of the Nominating and Corporate Governance Committee are Messrs. Morgado (Chairperson) and Sarnoff, both of whom the Board has determined meet the applicable independence requirements. From April 1, 2005 through September 15, 2005, the members of the Nominating and Corporate Governance Committee were Messrs. Morgado, Henderson and Sarnoff (who joined the Committee effective August 1, 2005). The Nominating and Corporate Governance Committee assists the Board by recommending to the Board nominees for election to the Board, recommending to the Board director nominees for each committee and for the position of chairperson for each committee, actively seeking individuals to become board members, reviewing developments in corporate governance and recommending formal governance standards to the Board. The committee also facilitates periodic evaluations of Board and committee effectiveness. The Nominating and Corporate Governance Committee met four times during the fiscal year ended March 31, 2006. The Nominating and Corporate Governance Committee charter can be found on the Company's website at http://www.activision.com/corpgov. 6 This excerpt taken from the ATVI DEF 14A filed Jul 29, 2005. BOARD OF DIRECTORS MEETINGS AND COMMITTEES The Board met seven times during the Company's fiscal year ended March 31, 2005. All directors who served on the Board during fiscal 2005 attended all of the meetings of the Board and of each committee on which they served during 2005. The Board currently has three committees, each of which operates under a charter approved by the Board: the Audit Committee, the Compensation Committee, and the Nominating and Corporate Governance Committee. The members of the Audit Committee are Mr. Corti (Chairperson), Ms. Isgur and Mr. Morgado. The Board has determined that Mr. Corti, Ms. Isgur and Mr. Morgado each meets the independence requirements and the financial literacy standards of the NASDAQ, as well as the independence requirements of the applicable rules of the Securities and Exchange Commission ("SEC"). The Board has designated Mr. Corti as the Audit Committee's "financial expert" after determining that he meets the criteria for an "audit committee financial expert" as set forth in applicable SEC rules. The primary responsibilities of the Audit Committee are (i) to appoint, set the compensation for, and oversee the Company's independent registered public accounting firm; (ii) to review the Company's general policies and procedures with respect to audits and accounting and financial controls, the scope and results of the auditing engagement and the independence of the Company's independent registered public accounting firm; and (iii) to review and pass upon the terms of any proposed related party transactions. The Audit Committee meets at least quarterly, and each regular meeting includes a discussion with representatives from its independent registered public accounting firm focusing, among other things, on key accounting principles and internal controls. The Company's Audit Committee charter can be found on the Company's web site at http://www.activision.com/corpgov. The Audit Committee met five times during the fiscal year ended March 31, 2005. The members of the Compensation Committee are Mr. Morgado (Chairperson), Ms. Isgur and Mr. Nolan, each of whom the Board has determined meets the applicable independence requirements. The Compensation Committee reviews and makes recommendations to the Board concerning the Company's executive compensation policy. The Compensation Committee also serves as the committee to administer the Company's incentive plans and employee stock purchase plans. The Compensation Committee's charter can be found on the Company's web site at http://www.activision.com/corpgov. The Compensation Committee consults frequently with senior management and met five times during the fiscal year ended March 31, 2005. During the fiscal year ended March 31, 2005, the members of the Nominating and Corporate Governance Committee were Messrs. Henderson (Chairperson) and Morgado, both of whom the Board has determined meet the applicable independence requirements. Effective August 1, 2005, Mr. Sarnoff was appointed to the committee. The Board has determined that Mr. Sarnoff meets the applicable independence requirements. The Board has appointed Mr. Morgado to act as Chairperson of the Committee and Mr. Sarnoff to serve as a member of the Committee following the Annual Meeting. The Nominating and Corporate Governance Committee assists the Board by recommending to the Board nominees for election to the Board, recommending to the Board director nominees for each committee and for the position of chairperson for each committee, actively seeking individuals to become board members, reviewing developments in corporate governance and recommending formal governance standards to the Board. The committee also facilitates periodic evaluations of Board and committee effectiveness. The Nominating and Corporate Governance Committee met two times during the fiscal year ended March 31, 2005. The Nominating and Corporate Governance Committee charter can be found on the Company's website at http://www.activision.com/corpgov. 6 | EXCERPTS ON THIS PAGE:
|
| |||||||