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This excerpt taken from the EBAY DEF 14A filed Apr 30, 2007. TRANSACTIONS
WITH RELATED PERSONS
The Audit Committee is charged with reviewing and approving
potential conflict of interest situations under our Code of
Conduct, and with reviewing and approving all transactions with
related persons that are required to be disclosed in this
section of our proxy statement. The charter of our Audit
Committee and our Code of Conduct may be found on our investor
relations website at http://investor.ebay.com/governance.
We have entered into indemnification agreements with each of our
directors and executive officers. These agreements require us to
indemnify such individuals, to the fullest extent permitted by
Delaware law, for certain liabilities to which they may become
subject as a result of their affiliation with eBay.
From time to time, we have entered into and may continue to
enter into commercial arrangements with companies with which our
directors or executive officers may have relationships,
including as a director or executive officer, but with respect
to which our directors or executive officers do not have a
material interest and, thus, are not required to be disclosed.
These commercial arrangements are entered into in the ordinary
course of business and on an arm’s-length basis.
In March 2006, we made a $2,000,000 equity investment in Meetup,
Inc., a local community website that brings groups together
offline. Mr. Omidyar, our founder and the Chairman of our
Board, is a director of Meetup, Inc., and entities controlled by
Mr. Omidyar beneficially hold greater than a 10% equity
interest in Meetup, Inc. Consistent with our corporate
governance practices, the Audit Committee of our Board of
Directors pre-approved this transaction. We believe this
transaction was made on terms no less favorable to us than we
could have obtained from unaffiliated third parties. While we do
not believe that Mr. Omidyar had a direct or indirect
material interest in this transaction, and thus it is not
required to be disclosed, we are disclosing its existence as a
matter of good corporate governance and because it is not an
ordinary course commercial arrangement.
Mr. Omidyar from time to time makes his personal aircraft
available to our officers for business purposes at no cost to
us. The imputed cost of the aircraft use was not material to our
consolidated financial statements.
Our Board has adopted a written policy for the review of related
person transactions. For purposes of the policy, a related
person transaction includes transactions in which (1) the
amount involved is more than $120,000 in any consecutive
twelve-month period, (2) eBay is a participant, and
(3) any related person has a direct or indirect material
interest. The policy defines a “related person” to
include directors, nominees for director, executive officers,
holders of more than 5% of eBay’s outstanding common stock
and their respective immediate family members. Pursuant to the
policy, all related person transactions must be approved by the
Audit Committee or, in the event of an inadvertent failure to
bring the transaction to the Audit Committee for pre-approval,
ratified by the Audit Committee. In deciding whether to approve
or ratify a related person transaction, the Audit Committee will
consider the following factors:
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