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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.
Table of Contents
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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