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This excerpt taken from the ELX DEF 14A filed Oct 15, 2007. Audit Committee. The Audit Committee currently consists of three directors and assists the Board in fulfilling its responsibility for oversight of the quality and integrity of the accounting, auditing and financial reporting practices of Emulex. See “Report of the Audit Committee of the Board of Directors.” A copy of the charter of the Audit Committee is available in the Investors section of our website at www.emulex.com under the heading “Corporate Governance — Charter of the Audit Committee of the Board of Directors.” The Audit Committee held 10 meetings during the last fiscal year of Emulex.
Each member of the Audit Committee is an “independent director” (as defined in the Corporate Governance Standards of the New York Stock Exchange). Each member also meets the Securities and Exchange Commission’s additional independence requirements for members of audit committees. The Board has further determined that each member of the Audit Committee is financially literate under the requirements of the New York Stock Exchange and that both Messrs. Downey and Yoost are “audit committee financial experts” as defined by the rules of the Securities and Exchange Commission. The designation of members of our Audit Committee as “audit committee financial experts” does not impose on those members any duties, obligations, or liabilities that are greater than are generally imposed on them as members of the Audit Committee and Board of Directors, and does not affect the duties, obligations, or liabilities of any other member of the Audit Committee or Board of Directors. In addition to his service as a director and member of the Audit Committee of Emulex, Mr. Downey serves as a director and a member of the audit committee and certain other committees of each of Vertical Communications, Inc. (previously known as Artisoft Inc.), and First Consulting Group, Inc. Pursuant to the New York Stock Exchange Listed Company Manual, Section 303A.07, the Board of Directors has determined that Mr. Downey’s simultaneous service on the Audit Committees of Emulex and the above-referenced two public companies would not impair the ability of Mr. Downey to effectively serve on Emulex’s Audit Committee. This excerpt taken from the ELX DEF 14A filed Oct 30, 2006. Audit Committee. The Audit Committee currently consists of three directors and serves as the representative of the Board in fulfilling its responsibility for oversight of the quality and integrity of the accounting, auditing and financial reporting practices of the Company. See “Report of the Audit Committee of the Board of Directors.” A copy of the charter of the Audit Committee is available in the Investor Relations section of our website at www.emulex. com under the heading “Corporate Governance — Charter of the Audit Committee of the Board of Directors.” The Audit Committee held ten meetings during the last fiscal year of the Company.
Each member of the Audit Committee is an “independent director” (as defined in the Corporate Governance Listing Standards of the New York Stock Exchange). Each member also meets the Securities and Exchange Commission’s additional independence requirement for members of audit committees. The Board has further determined that each member of the Audit Committee is financially literate under the requirements of the New York Stock Exchange and that both Messrs. Downey and Yoost are “audit committee financial experts” as defined by the rules of the Securities and Exchange Commission. The designation of members of our Audit Committee as “audit committee financial experts” does not impose on those members any duties, obligations, or liabilities that are greater than are generally imposed on them as members of the Audit Committee and Board of Directors, and does not affect the duties, obligations, or liabilities of any other member of the Audit Committee or Board of Directors. In addition to his service as a director and member of the Audit Committee of the Company, Mr. Downey serves as a director and a member of the audit committee and certain other committees of each of Vertical Communications, Inc. (previously known as Artisoft Inc.), First Consulting Group, Inc, and Adeza Biomedical Corporation. Pursuant to the New York Stock Exchange Listed Company Manual, Section 303A.07, the Board of Directors has determined that Mr. Downey’s simultaneous service on the Audit Committees of the Company and the above-referenced three public companies would not impair the ability of Mr. Downey to effectively serve on the Company’s Audit Committee. 8 | EXCERPTS ON THIS PAGE:
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