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This excerpt taken from the BRCM DEF 14A filed Mar 30, 2009. Director
Independence
Our Corporate Governance Guidelines provide that a majority of
the Board and all members of the Audit, Compensation and
Nominating & Corporate Governance Committees of the
Board will be independent. On an annual basis, each director and
executive officer is obligated to complete a director and
officer questionnaire that requires disclosure of any
transactions with Broadcom in which a director or executive
officer, or any member of his or her immediate family, has a
direct or indirect interest. Following completion of these
questionnaires, the Board, with the assistance of the
Nominating & Corporate Governance Committee, makes an
annual determination as to the independence of each director
using the current standards for independence
established by Nasdaq, additional criteria set forth in our
Corporate Governance Guidelines, and consideration of any other
material relationship a director may have with Broadcom.
In March 2009 the Board determined that all of its then current
directors and nominees for election at the Annual Meeting are
independent under these standards, except for Mr. McGregor,
who serves full-time as our President and Chief Executive
Officer. In making its independence determinations, the Board
considered Mr. Ross former role as our Chief
Operating Officer from November 2002 until January 2003 and as
President and Chief Executive Officer from January 2003 until
January 2005. Under applicable Nasdaq rules and in the
Boards subjective determination, Mr. Ross, who
previously served as an independent director until November
2002, became independent once again on January 3, 2008.
This excerpt taken from the BRCM DEF 14A filed Apr 29, 2008. Director
Independence
Our Corporate Governance Guidelines provide that a majority of
the Board and all members of the Audit, Compensation and
Nominating & Corporate Governance Committees of the
Board will be independent. On an annual basis, each director and
executive officer is obligated to complete a director and
officer questionnaire that requires disclosure of any
transactions with Broadcom in which a director or executive
officer, or any member of his or her immediate family, has a
direct or indirect interest. Following completion of these
questionnaires, the Board, with the assistance of the
Nominating & Corporate Governance Committee, makes an
annual determination as to the independence of each director
using the current standards for independence
established by Nasdaq, additional criteria set forth in our
Corporate Governance Guidelines, and consideration of any other
material relationship a director may have with Broadcom.
In March 2008 the Board determined that all of its directors and
nominees for election at the Annual Meeting are independent
under these standards, except for Mr. McGregor, who serves
full-time as our President and Chief Executive Officer, and
Dr. Samueli, who serves full-time as our Chief Technical
Officer. In making its independence determinations, the board
considered Mr. Ross former role as our Chief
Operating Officer from November 2002 until January 2003 and as
President and Chief Executive Officer from January 2003 until
January 2005. Under applicable Nasdaq rules and in the
Boards subjective determination, Mr. Ross, who
previously served as an independent director until November
2002, became independent once again on January 3, 2008.
This excerpt taken from the BRCM DEF 14A filed Mar 29, 2007. Director
Independence
Our Corporate Governance Guidelines provide that a majority of
the Board and all members of the Audit, Compensation and
Nominating & Corporate Governance Committees of the
Board will be independent. On an annual
Table of Contents
basis, each director and executive officer is obligated to
complete a Director and Officer Questionnaire that requires
disclosure of any transactions with Broadcom in which a director
or executive officer, or any member of his or her immediate
family, have a direct or indirect material interest. Following
completion of these questionnaires, the Board, with the
assistance of the Nominating & Corporate Governance
Committee, makes an annual determination as to the independence
of each director using the current standards for
independence established by Nasdaq, additional
criteria set forth in our Corporate Governance Guidelines, and
consideration of any other material relationship a director may
have with Broadcom.
In March 2007 the Board determined that all of its directors and
nominees for election at the Annual Meeting are independent
under these standards, except for (i) Mr. McGregor,
who serves full-time as our President and Chief Executive
Officer, (ii) Mr. Ross, who served full-time as our
Chief Operating Officer from November 2002 until January 2003
and as President and Chief Executive Officer from January 2003
until January 2005, and (iii) Dr. Samueli, who serves
full-time as our Chief Technical Officer. Under applicable
Nasdaq rules, Mr. Ross, who served as an independent
director until November 2002, will become independent again on
the third anniversary of the termination of his employment with
Broadcom, which will occur January 3, 2008.
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