AKAM » Topics » Board of Directors and Committee Meetings

This excerpt taken from the AKAM DEF 14A filed Apr 9, 2007.
Board of Directors and Committee Meetings
 
The Board of Directors held 12 meetings during 2006. Each incumbent director attended at least 75% of the total number of meetings of the Board of Directors and each committee on which he or she served during the fiscal year ended December 31, 2006.
 
The Board of Directors has an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee. Each committee operates under a charter that has been approved by the Board of Directors. Copies of the charters are posted in the Investors Relations section of our website at www.akamai.com. The Board of Directors has determined that all of the members of each of the three standing committees of the Board of Directors are independent as defined under the NASDAQ Rules, including, in the case of all members of the Audit Committee, the independence requirements contemplated by Rule 10A-3 under the Securities Exchange Act of 1934, as amended, or the Exchange Act.
 
The Audit Committee currently consists of four directors, Messrs. Coyne, Graham, Moore and Salerno. Mr. Salerno serves as Chair of the Audit Committee. The Audit Committee reviews the professional services provided by our independent accountants, the independence of such accountants from our management, our annual financial statements and our system of internal accounting controls. The Audit Committee also reviews such other matters with respect to our accounting, auditing and financial reporting practices and procedures as it may find appropriate or may be brought to its attention. The Board of Directors has determined that Mr. Salerno is an “audit committee financial expert” within the meaning of Item 401(h) under Regulation S-K issued by the Commission under the Exchange Act. The Audit Committee held ten meetings in 2006.
 
The Compensation Committee currently consists of Messrs. Coyne and Kight and Ms. Seligman. Mr. Kight serves as Chair of the Compensation Committee. The Compensation Committee determines the compensation of our Chief Executive Officer and other executive officers, administers our bonus, incentive compensation and stock plans, approves stock option and restricted stock unit grants and approves the salaries and other benefits of our executive officers. In addition, the Compensation Committee consults with our management regarding our benefit plans and compensation policies and practices. The Compensation Committee held nine meetings in 2006 and took two actions by unanimous written consent.
 
The Nominating and Corporate Governance Committee currently consists of Messrs. Coyne, Graham, Kight, Moore and Salerno and Ms. Seligman. Mr. Coyne serves as Interim Chair of the Nominating and Corporate Governance Committee; however, Mr. Moore has been appointed by the Board of Directors to become Chair effective on May 15, 2007. This committee’s responsibilities include identifying individuals qualified to become members of our Board of Directors; recommending to the full Board of Directors the persons to be nominated for election as directors and to each of its committees; conducting evaluations of the Board of Directors; and reviewing and making recommendations to the Board of Directors with respect to management succession planning. The Nominating and Corporate Governance Committee held eight meetings in 2006 and took two actions by unanimous written consent.


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All directors are expected to attend regular Board of Directors meetings, Board of Directors committee meetings and our annual meeting of stockholders. All directors attended the 2006 annual meeting of stockholders, with then-director William A. Halter participating telephonically.
 
This excerpt taken from the AKAM DEF 14A filed Apr 10, 2006.
Board of Directors and Committee Meetings
 
The Board of Directors held 16 meetings during 2005 and took one action by unanimous written consent. Each incumbent director attended at least 75% of the total number of meetings of the Board of Directors and each committee on which he or she served during the fiscal year ended December 31, 2005.
 
The Board of Directors has an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee. Each committee operates under a charter that has been approved by the Board of Directors. Copies of the charters are posted in the Investors Relations section of our website at www.akamai.com. The Board of Directors has determined that all of the members of each of the three standing committees of the Board of Directors are independent as defined under the NASDAQ Rules, including, in the case of all members of the Audit Committee, the independence requirements contemplated by Rule 10A-3 under the Securities Exchange Act of 1934, as amended, or the Exchange Act.
 
The Audit Committee currently consists of five directors, Mr. Coyne, Ms. Goodwin, Mr. Graham, Mr. Salerno and Ms. Seligman. Mr. Salerno serves as Chair of the Audit Committee. The Audit Committee reviews the professional services provided by our independent accountants, the independence of such accountants from our management, our annual financial statements and our system of internal accounting controls. The Audit Committee also reviews such other matters with respect to our accounting, auditing and financial reporting practices and procedures as it may find appropriate or may be brought to its attention. The Board of Directors has determined that


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Mr. Salerno is an “audit committee financial expert” within the meaning of Item 401(h) under Regulation S-K issued by the Commission under the Exchange Act. The Audit Committee held eight meetings in 2005.
 
The Compensation Committee currently consists of Ms. Goodwin, Mr. Halter, Mr. Kight and Ms. Seligman. Mr. Kight serves as Chair of the Compensation Committee. The Compensation Committee determines the compensation of our Chief Executive Officer and other executive officers, administers our bonus, incentive compensation and stock plans, approves stock option grants and approves the salaries and other benefits of our executive officers. In addition, the Compensation Committee consults with our management regarding our benefit plans and compensation policies and practices. The Compensation Committee held ten meetings in 2005 and took one action by unanimous written consent during that year.
 
The Nominating and Corporate Governance Committee currently consists of Mr. Halter, Mr. Graham, Mr. Salerno and Mr. Kight. Mr. Halter serves as Chair of the Nominating and Corporate Governance Committee. This committee’s responsibilities include identifying individuals qualified to become members of our Board of Directors; recommending to the full Board of Directors the persons to be nominated for election as directors and to each of its committees; and reviewing and making recommendations to the Board of Directors with respect to management succession planning. The Nominating and Corporate Governance held four meetings in 2005 and took one action by unanimous written consent.
 
All directors are expected to attend regular Board of Directors meetings, Board of Directors committee meetings and our annual meeting of stockholders. All directors attended the 2005 annual meeting of stockholders, with Mr. Kight participating telephonically.
 

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