This excerpt taken from the MRVL 8-K filed May 28, 2009.
Board and Management Composition and Structure
(a) The Board of Directors shall designate either an independent Chairman or an independent Lead Director (if it retains an executive Chairman), using its discretion to determine from time to time which of these alternatives is in the best interests of the Company. In the event the Company does not have an independent Chairman, the independent members of the Board shall elect an independent director to act in a lead capacity to assist the Chairman and to enhance and improve coordination with and among the independent directors, as described below. The Lead Director shall have the responsibility to work to achieve best governance practices within the Board and to improve the Boards overall effectiveness, consistent with the best interests of the Companys shareholders. In addition to the duties of all Board members (which shall not be limited or diminished by the Lead Directors role), the specific responsibilities of the Lead Director are the following:
(i) Develop the agenda for, and moderate executive sessions of the Boards independent directors, and help promote good communication between the independent directors and the Chairman and/or Chief Executive Officer;
(ii) Chair meetings of the Board in the absence of the Chairman;
(iii) Make recommendations to the Chairman regarding the appropriate schedule of Board meetings, seeking to ensure that the independent directors can perform their duties responsibly while not interfering with the flow of the Companys operations;
(iv) Jointly with the Chairman set agendas for Board meetings and make recommendations to the Chairman regarding the structure of Board meetings;
(v) Make recommendations to the Chairman in assessing the quality, quantity, and timeliness of the flow of information from the Companys management that is necessary for the independent directors to effectively and responsibly perform their duties; and
(vi) Coordinate with the Governance Committee of the Board and corporate counsel to promote a thorough annual self-assessment by the Board and its committees.
(b) Defendant Weili Dai resigned from the Board.
(c) Defendant Hervey, Marvells then-Chief Financial Officer, resigned.
(d) Marvell terminated Matt Gloss, the Companys then-General Counsel.
(e) Defendant Weili Dai resigned from her position as Executive Vice President and Chief Operating Officer.
(f) Marvell shall create the position of Director of Compliance who shall report directly to the Audit Committee of the Board.
(g) Marvell hired a new Chief Financial Officer and a new General Counsel. Marvell will hire a Chief Operating Officer following an industry-wide search.
(h) Marvell hired and will continue to hire additional, qualified personnel in the Finance Department with the depth and breadth of knowledge to support planned operations.