This excerpt taken from the ATHR 10-K filed Mar 1, 2007.
The information required by Item 10 with respect to our directors and executive officers is incorporated by reference from the information set forth under the captions Election of DirectorsExecutive Officers and Directors in our Definitive Proxy Statement in connection with our 2007 Annual Meeting of Stockholders to be held on May 22, 2007 (the 2007 Proxy Statement) which will be filed with the Securities and Exchange Commission no later than 120 days after December 31, 2006.
Item 405 of Regulation S-K calls for disclosure of any known late filing or failure by an insider to file a report required by Section 16(a) of the Exchange Act. This information is contained in the section called Section 16(a) Beneficial Ownership Reporting Compliance in the 2007 Proxy Statement and is incorporated herein by reference.
We have adopted a code of ethics that applies to all of our directors, officers (including our chief executive officer (our principal executive officer), chief financial officer (our principal financial officer), chief accounting officer (our principal accounting officer), controller and any person performing similar functions) and employees. The Code of Ethics is available on our web site at www.atheros.com. We will disclose on our web site amendments to, or waivers from, our Code of Ethics applicable to our directors and executive officers, including our chief executive officer (our principal executive officer), our chief financial officer (our principal financial officer) and our chief accounting officer (our principal accounting officer), in accordance with applicable laws and regulations.
We have a separately designated standing Audit Committee established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934. The members of the Audit Committee are Marshall Mohr (Chairperson), Forest Baskett and Andrew Rappaport. All of such members meet the independence standards established by the NASDAQ Stock Market for serving on an audit committee. SEC regulations require us to disclose whether a director qualifying as an "audit committee financial expert" serves on our Audit Committee. Our Board of Directors has determined that Marshall Mohr qualifies as an "audit committee financial expert" within the meaning of such regulations.