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MRVL » Topics » Committees of our Board of Directors

This excerpt taken from the MRVL DEF 14A filed May 29, 2009.

Committees of our Board of Directors

Our board of directors has a standing audit committee, executive compensation committee and nominating and governance committee. Our board of directors has adopted written charters for each of these committees, copies of which are available on our website at www.marvell.com/investors/committees.jsp. Each of the committee charters is reviewed annually by the respective committee, which may recommend appropriate changes for approval by our board of directors.

 

Audit Committee

     

Number of Members:

    Three

Current Members:

   

Juergen Gromer, Ph.D., Chairman

Kuo Wei (Herbert) Chang

Arturo Krueger

Fiscal 2008 Changes:

    At the beginning of fiscal 2009 the audit committee was comprised of Dr. Gromer, Mr. Krueger and Dr. Paul Gray. Dr. Gray resigned effective as of April 11, 2008. Mr. Chang was appointed effective as of April 17, 2008.

Number of Meetings in Fiscal 2008:

    16

Functions:

    The audit committee’s responsibilities are generally to assist our board of directors in fulfilling its responsibility to oversee management’s conduct of our accounting and financial reporting processes. The audit committee also, among other things, appoints our independent registered public accounting firm, oversees our internal audit function and those of its independent registered public accounting firm, reviews and discusses with management and our independent registered public accounting firm the adequacy and effectiveness of our internal control over financial reporting as reported by management. The audit committee meets quarterly and at such additional times as are necessary or advisable.

Qualifications:

    Our board of directors has determined that each member of the audit committee meets the applicable independence and financial literacy requirements of Nasdaq and the SEC. Our board of directors has determined that Dr. Gromer is an “audit committee financial expert” as required by applicable Nasdaq and SEC rules.

Executive Compensation Committee

     

Number of Members:

    Three

Current Members:

   

Juergen Gromer, Ph.D., Chairman

John G. Kassakian, Sc.D.

Arturo Krueger

Fiscal 2008 Changes:

    At the beginning of fiscal 2009 the executive compensation committee was comprised of Dr. Gray and Dr. Gromer. Dr. Gray resigned effective as of April 11, 2008. Mr. Krueger was appointed effective as of April 17, 2008 and Dr. Kassakian was appointed effective as of July 11, 2008. Dr. Gromer was appointed as the chairman of the executive compensation committee effective as of April 17, 2008.

Number of Meetings in Fiscal 2008:

    22

 

11

Table of Contents

Functions:

    The executive compensation committee has the authority to approve salaries and bonuses and other compensation matters for our executive officers, is responsible for administering equity award programs for non-executive employees, reviews and recommends changes to our incentive compensation and other equity based plans and administers executive officer compensation within the terms of any applicable company compensation plans.

Qualifications:

    Our board of directors has determined that each member of the executive compensation committee meets the applicable independence requirements of Nasdaq and the SEC. In addition, each member of the executive compensation committee is an “outside director” under Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”), and a “non-employee director” under Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Nominating and Governance Committee

     

Number of Members:

    Four

Current Members:

   

Arturo Krueger, Chairman

Kuo Wei (Herbert) Chang

John G. Kassakian, Sc.D.

Juergen Gromer, Ph.D.

Fiscal 2008 Changes:

    At the beginning of fiscal 2009 the nominating and governance committee was comprised of Messrs. Krueger and Chang, and Dr. Gromer. David Mills was appointed effective as of February 4, 2008 and Mr. Mills resigned effective as of April 30, 2008. Dr. Kassakian was appointed effective as of October 20, 2008.

Number of Meetings in Fiscal 2008:

    11

Functions:

    The nominating and governance committee is responsible for developing and implementing policies and practices relating to corporate governance and practices, including reviewing and monitoring implementation of our corporate governance guidelines. The nominating and governance committee also makes recommendations to our board of directors regarding the size and composition of our board of directors and its committees and screens and recommends candidates for election to our board of directors. In addition, the nominating and governance committee reviews, ratifies and/or approves related party transactions. The nominating and governance committee also reviews periodically with the Chairman and the Chief Executive Officer the succession plans relating to positions held by executive officers.

Qualifications:

    Our board of directors has determined that each member of the nominating and governance committee meets the applicable independence requirements of Nasdaq and the SEC.
These excerpts taken from the MRVL 10-K filed Apr 1, 2009.

Committees of the Board of Directors

The information required by Items 407(d)(4) and (d)(5) of Regulation S-K concerning our Audit Committee and audit committee financial expert is incorporated by reference herein to the information set forth in the section titled “Board of Directors and Committees of the Board” in our 2009 Proxy Statement.

 

Item 11. Executive Compensation

The information required by Items 402, 407(e)(4) and 407(e)(5) of Regulation S-K is incorporated by reference herein to the information set forth under the caption “Executive Compensation,” and “Executive Compensation Committee Interlocks and Insider Participation” in our 2009 Proxy Statement.

 

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholders Matters

The information required by Item 403 of Regulation S-K is incorporated by reference herein to the information set forth under the caption “Security Ownership of Certain Beneficial Owners and Management” in our 2009 Proxy Statement.

 

122

Table of Contents

Committees of the Board of Directors

The information required by Items 407(d)(4) and (d)(5) of Regulation S-K concerning our Audit Committee and audit committee financial expert is incorporated by reference herein to the information set forth in the section titled “Board of Directors and Committees of the Board” in our 2009 Proxy Statement.

 

Item 11. Executive Compensation

The information required by Items 402, 407(e)(4) and 407(e)(5) of Regulation S-K is incorporated by reference herein to the information set forth under the caption “Executive Compensation,” and “Executive Compensation Committee Interlocks and Insider Participation” in our 2009 Proxy Statement.

 

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholders Matters

The information required by Item 403 of Regulation S-K is incorporated by reference herein to the information set forth under the caption “Security Ownership of Certain Beneficial Owners and Management” in our 2009 Proxy Statement.

 

122

Table of Contents

Committees of the Board of Directors

STYLE="margin-top:6px;margin-bottom:0px; text-indent:4%">The information required by Items 407(d)(4) and (d)(5) of Regulation S-K concerning our Audit Committee and audit committee financial expert is
incorporated by reference herein to the information set forth in the section titled “Board of Directors and Committees of the Board” in our 2009 Proxy Statement.

STYLE="font-size:18px;margin-top:0px;margin-bottom:0px"> 





Item 11.Executive Compensation

The
information required by Items 402, 407(e)(4) and 407(e)(5) of Regulation S-K is incorporated by reference herein to the information set forth under the caption “Executive Compensation,” and “Executive Compensation Committee
Interlocks and Insider Participation” in our 2009 Proxy Statement.

 





Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholders Matters
STYLE="margin-top:6px;margin-bottom:0px; text-indent:4%">The information required by Item 403 of Regulation S-K is incorporated by reference herein to the information set forth under the caption
“Security Ownership of Certain Beneficial Owners and Management” in our 2009 Proxy Statement.

 


122






Table of Contents


This excerpt taken from the MRVL DEF 14A filed Jun 2, 2008.

Committees of our Board of Directors

        Our board of directors has a standing audit committee, executive compensation committee and governance committee. Our board of directors has adopted written charters for each of these committees, copies of which are available on our Investors' Relations website at www.marvell.com/investors.

Audit Committee    

Number of Members:
 
Three

Current Members:
 
Juergen Gromer, Ph.D., Chairman
Kuo Wei (Herbert) Chang
Arturo Krueger

Fiscal 2008 Changes:
 
At the beginning of fiscal 2008 the audit committee was comprised of Mr. King, Mr. Krueger and Dr. Gray. Mr. King resigned effective as of October 19, 2007, and Michael Sophie was appointed effective as of October 19, 2007. Mr. Sophie resigned effective as of December 6, 2007, and Dr. Gromer was appointed effective as of December 7, 2007. Dr. Gray resigned effective as of April 11, 2008 after the fiscal year end. Mr. Chang was appointed effective as of April 17, 2008 after the fiscal year end.

Number of Meetings in Fiscal 2008:
 
19

Functions:
 
The audit committee's responsibilities are generally to assist our board of directors in fulfilling its responsibility to oversee management's conduct of our accounting and financial reporting processes. The audit committee also, among other things, appoints our independent registered public accounting firm, oversees our internal audit function and those of its independent registered public accounting firm, reviews and discusses with management and our independent registered public accounting firm the adequacy and effectiveness of our internal controls as reported by management. The audit committee meets quarterly and at such additional times as are necessary or advisable.

11


Qualifications:
 
Our board of directors has determined that each member of the audit committee meets the applicable independence and financial literacy requirements of Nasdaq and the SEC. Our board of directors has determined that Dr. Gromer is an "audit committee financial expert" as required by applicable Nasdaq and SEC rules.

Executive Compensation Committee

Number of Members:
 
Two

Current Members:
 
Juergen Gromer, Ph.D., Chairman
Arturo Krueger

Fiscal 2008 Changes:
 
At the beginning of fiscal 2008 the executive compensation committee was comprised of Dr. Gray and Mr. King. Mr. King resigned effective as of October 19, 2007. Mr. Sophie was appointed effective as of October 19, 2007. Dr. Gromer was appointed effective as of October 26, 2007. Mr. Sophie resigned effective as of December 6, 2007. Dr. Gray resigned effective as of April 11, 2008 after the fiscal year end. Mr. Krueger was appointed effective as of April 17, 2008 after the fiscal year end.

Number of Meetings in Fiscal 2008:
 
24

Functions:
 
The executive compensation committee has the authority to approve salaries and bonuses and other compensation matters for our executive officers, is responsible for administering equity award programs for non-executive employees, assists our board of directors in developing and evaluating potential candidates for any executive officer position and administers executive officer compensation within the terms of any applicable company compensation plans.

Qualifications:
 
Our board of directors has determined that each member of the executive compensation committee meets the applicable independence requirements of Nasdaq and the SEC. In addition, each member of the executive compensation committee is an "outside director" under Section 162(m) of the Internal Revenue Code of 1986, as amended (the "Internal Revenue Code"), and a "non-employee director" under Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act").

Governance Committee
 
 

Number of Members:
 
Three

Current Members:
 
Arturo Krueger, Chairman
Kuo Wei (Herbert) Chang
Juergen Gromer, Ph.D.

Fiscal 2008 Changes:
 
At the beginning of fiscal 2008 the governance committee was comprised of Messrs. Krueger and Chang. Dr. Gromer was appointed effective as of October 26, 2007. David Mills was appointed effective as of February 4, 2008 and Mr. Mills resigned effective as of April 30, 2008 after the fiscal year end.

12


Number of Meetings in Fiscal 2008:
 
16

Functions:
 
The governance committee is responsible for developing and implementing policies and practices relating to corporate governance, including reviewing and monitoring implementation of our corporate governance guidelines. The governance committee also makes recommendations to our board of directors regarding the size and composition of our board of directors and its committees and screens and recommends candidates for election to our board of directors.

Qualifications:
 
Our board of directors has determined that each member of the governance committee meets the applicable independence requirements of Nasdaq and the SEC.

EXCERPTS ON THIS PAGE:

DEF 14A
May 29, 2009
10-K (3 sections)
Apr 1, 2009
DEF 14A
Jun 2, 2008

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