This excerpt taken from the ATVI DEF 14A filed Jul 30, 2007.
Corporate Governance Initiatives in Fiscal 2007
The Board strongly believes that it is important for the Company not only to comply with all current regulatory and legislative requirements, but also to adopt and abide by high standards in its governance structure and activities. Therefore, the Board will continue to review all new proposals announced by Congress, the SEC and the Nasdaq, and intends to be proactive in addressing such rules and regulations.
During fiscal 2007, the Board continued to refine and improve the Company's governance. As in past years, during fiscal 2007 the Nominating/Corporate Governance Committee continued to actively search for an additional independent director to match the criteria determined by the Board. In light of the Board's central role in seeking out, developing and retaining a strong management team to operate the Company, the Board has also been actively engaged with management to discuss succession planning matters in order to ensure continuity of the Company's management. The Compensation Committee has reinforced the need to maintain a thorough succession plan by making a portion of the bonuses of certain of the Company's senior executives dependent on the development of an acceptable succession plan and the establishment of a deep and talented pool of executives to carry out the operations of the Company.
During fiscal 2007, the Board appointed a special subcommittee, which consisted of independent members of the Board (the "Special Subcommittee"), to review the Company's historical stock option granting practices. Consistent with recommendations of the Special Subcommittee, in fiscal 2007, the Company realigned certain internal responsibilities related to the granting and reporting of equity grants and established and determined to appoint a principal compliance officer who reports directly to the Nominating/Governance Committee. The Company also implemented a number of modifications to its equity compensation granting policies and practices, which are designed to ensure internal control surrounding the pricing and modification of option grants is adequate and to provide the Compensation Committee with the full ability to review and approve all grants prior to pricing on a predetermined date.
None of the executive officers of the Company are related to any other executive officer or to any director of the Company, and each executive officer holds office at the discretion of the Board and subject to the terms of such executive officer's employment agreement. As of July 18, 2007, the executive officers of the Company were as set forth below.