MRVL » Topics » Committees of the Board of Directors and Attendance

These excerpts taken from the MRVL 10-K filed Mar 28, 2008.

Committees of the Board of Directors and Attendance

        The information required by this item concerning our audit committee and audit committee financial expert is incorporated by reference from the information set forth in the section titled "Board of Directors and Committees of the Board" in our 2008 Proxy Statement.

Committees of the Board of Directors and Attendance



        The information required by this item concerning our audit committee and audit committee financial expert is incorporated by reference from the information set
forth in the section titled "Board of Directors and Committees of the Board" in our 2008 Proxy Statement.



This excerpt taken from the MRVL 10-K filed Jul 2, 2007.

Committees of the Board of Directors and Attendance

Our Board of Directors has a standing Audit Committee, Governance Committee and Executive Compensation Committee. In addition, the Board of Directors formed the Special Committee Regarding Derivative Litigation in July 2006 to conduct the internal review of our historical stock option practices and related accounting matters and to address matters raised by the related derivative actions. Our Board of Directors has determined that each director and non-director who serves on these committees is “independent” as that term is defined by the applicable listing standards of The NASDAQ Stock Market and the SEC rules. Our Board of Directors has adopted written charters for the Audit Committee, Governance Committee and Executive Compensation Committee. Copies of these charters are available on our Investor Relations Website at www.marvell.com/investors.

This excerpt taken from the MRVL DEF 14A filed Apr 29, 2005.

Committees of the Board of Directors and Attendance

        The Company's Board of Directors has a standing Audit Committee, Governance Committee and Executive Compensation Committee. The Board of Directors has determined that each director who serves on these committees is "independent" as that term is defined by the applicable listing standards of the National Association of Securities Dealers, the Nasdaq Stock Market and the Securities and Exchange Commission rules. The Board of Directors has also appointed a Stock Option Committee. The Board of Directors does not have a formal nominating committee. The Board has the independent directors (based on the Nasdaq definition of independence) on the Board make recommendations to the full Board regarding candidates for nomination and the size and composition of the Board. The Board believes that this process effectively serves the functions of a nominating committee, and does not believe there is a need for a separate, formal nominating committee. The directors that participate in the consideration of directors nominees are Kuo Wei (Herbert) Chang, Dr. John M. Cioffi, Ph.D., Dr. Paul Gray, Ph.D. and Douglas King.

        The current membership of each committee is as follows. Chairmanship of each committee is indicated by the asterisk next to a director's name:

Audit Committee
  Governance Committee
  Executive Compensation Committee
  Stock Option Committee
Douglas King*   Dr. Paul Gray, Ph.D.   Dr. John M. Cioffi, Ph.D.*   Dr. Sehat Sutardja, Ph.D.*
Kuo Wei (Herbert) Chang   Douglas King   Kuo Wei (Herbert) Chang   Weili Dai
        Dr. Paul Gray, Ph.D.    

    Audit Committee

        The Audit Committee's responsibilities are generally to assist the Board in fulfilling its legal and fiduciary responsibilities relating to accounting, audit and reporting policies and practices of the Company and its subsidiaries. The Audit Committee also, among other things, oversees the Company's financial reporting process, appoints the Company's independent registered public accounting firm to act as auditors for the Company, monitors and reviews the quality and for activities of the Company's internal audit function and those of its independent registered public accounting firm, takes those actions it deems necessary to satisfy itself that the independent registered public accounting firm is independent of management and monitors the adequacy of the Company's operating and internal controls as reported by management and internal auditors. The Board of Directors has adopted a written charter for the Audit Committee. A copy of the charter was attached to the 2004 proxy statement filed in connection with the Company's 2004 Annual General Meeting of Shareholders. It is also available on the Company's Investors' Relations Website (www.marvell.com/investors). The Board of Directors has determined that each member of the Audit Committee is an independent director as defined under the rules of The Nasdaq Stock Market. The Audit Committee meets quarterly and at such additional times as are necessary or advisable. The Audit Committee held 12 meetings during fiscal 2005. The Board has determined that Douglas King meets the Securities and Exchange Commission's definition of audit committee financial expert and is independent as that term is used in the Securities Exchange Act of 1934 (the "Exchange Act"). The Company's Audit Committee for fiscal 2005 consisted of the following members: Douglas King, Kuo Wei (Herbert) Chang and Ronald Verdoorn (Mr. Verdoorn chose not to stand for re-election at this Annual General Meeting of Shareholders).

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    Governance Committee

        The Governance Committee was formed by the Board of Directors on March 11, 2004. The Governance Committee is responsible for developing and implementing policies and practices relating to corporate governance, including reviewing and monitoring implementation of the Company's Corporate Governance Guidelines. The Governance Committee also supervises the Board's annual review of director independence and each Committee of the Board, as well as leading the Board's annual self-evaluation. The Company's Corporate Governance Guidelines are available on the Company's Investors' Relations Website (www.marvell.com/investors). The Governance Committee held one meeting during fiscal year 2005. The Company's Governance Committee for fiscal 2005 consisted of the following members: Douglas King, Dr. Paul Gray, Ph.D. and Ronald Verdoorn (Mr. Verdoorn chose not to stand for re-election at this Annual General Meeting of Shareholders). The Governance Committee does not currently have a Chairman. The Board of Directors intends to appoint a Chairman of the Governance Committee in connection with the appointment of a new director later in 2005.

    Executive Compensation Committee

        The Executive Compensation Committee has the authority to approve salaries and bonuses and other compensation matters for the Company's executive officers, to approve employee health and benefit plans and to administer the Company's stock option plans for the Company's executive officers. The Executive Compensation Committee held one meeting during fiscal 2005.

    Stock Option Committee

        The Stock Option Committee is authorized to make grants of stock options under the Company's Amended and Restated 1995 Stock Option Plan to employees of the Company and to officers and general managers of each of the Company's subsidiaries. The Stock Option Committee held 11 meetings during fiscal 2005.

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