MRVL » Topics » Corporate Governance Guidelines and Practices

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

Corporate Governance Guidelines and Practices

Our board of directors has adopted a set of corporate governance guidelines and practices to establish a framework within which it will conduct its business. The corporate governance guidelines and practices can be found on our website at www.marvell.com/investors/governance.jsp. The corporate governance guidelines and practices were last revised on April 30, 2009. The corporate governance guidelines and practices provide, among other things, that:

 

   

in the absence of a non-executive Chairman of the Board, the board of directors shall designate a lead independent director who, among other duties, is responsible for presiding over executive sessions of independent directors;

 

   

a majority of the directors must be independent;

 

   

our board of directors shall appoint all members of the board committees;

 

   

the nominating and governance committee screens and recommends board candidates to our board of directors;

 

   

the audit committee, executive compensation committee and nominating and governance committee must consist solely of independent directors; and

 

   

the independent directors shall meet regularly in executive session without the presence of the non-independent directors or members of our management.

We also provide our directors annual training events on issues facing us and on subjects that would assist the directors in discharging their duties.

Our board of directors may modify the corporate governance guidelines and practices from time to time, as appropriate. Our independent directors have appointed Mr. Krueger to serve as the lead independent director for our board of directors.

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