This excerpt taken from the MRVL DEF 14A filed May 29, 2009.
Corporate Governance Guidelines and Practices, Meetings, Independence and Compensation of our Board of Directors
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:
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.
Meetings of our Board of Directors; Attendance
There were 16 meetings of our board of directors in fiscal 2009, which included six in-person meetings at our U.S. headquarters. All directors attended at least 75% of the total number of meetings of the board and committees on which such director served. The independent directors meet in executive sessions without the presence of the non-independent directors or members of our management at least twice per year during regularly scheduled board meeting days and otherwise from time to time as deemed necessary or appropriate.
Although directors are encouraged to attend annual general meetings, we do not have a formal policy requiring such attendance. Two directors attended the 2008 annual general meeting of shareholders.
Our board of directors has determined that, among current directors with continuing terms and the director nominees standing for reelection, each of Mr. Chang, Dr. Gromer, Mr. Krueger and Dr. Kassakian are
independent as such term is defined by the applicable listing standards of The NASDAQ Stock Market (Nasdaq) and the rules of the SEC. To be considered independent, our board of directors must affirmatively determine that neither the director, nor any member of his or her immediate family, has had any direct or indirect material relationship with us within the previous three years.
Our board of directors considered relationships, transactions and/or arrangements with each of the directors and concluded that none of the non-employee directors, or any of his immediate family members, has any relationship with us that would impair his independence.
Compensation of Directors
Directors who are employees of the company do not receive any additional compensation for their services as directors. Our non-employee directors each receive $1,000 per board meeting attended in person and $250 per meeting attended telephonically. The fee for attendance, whether in person or telephonic, at a regularly scheduled board meeting as set forth on the board calendar is $1,000. Our non-employee directors also receive an annual retainer of $40,000. Our lead independent director of our board of directors will receive an additional annual retainer of $20,000. Our non-employee directors also receive $7,500 for annual service on the audit committee, and $5,000 for annual service on the executive compensation and nominating and governance committees. Each non-employee director also receives $1,000 per committee meeting attended in person and $250 per meeting attended telephonically. In addition, the chair of the audit committee receives an additional cash retainer of $7,500 per year and chairs of the other committees of our board of directors receive an additional cash retainer of $2,500 per year. In addition to the retainer and meeting fees, non-employee directors are reimbursed for travel and other reasonable out-of-pocket expenses related to attendance at board and committee meetings.
In addition, under our 2007 Directors Stock Incentive Plan (the 2007 Director Plan), each new non-employee director receives an option to purchase 50,000 common shares upon joining our board of directors. The options vest over a period of three years, with 1/3 vesting each year thereafter provided that the non-employee director remains a director through such period. In addition, under the 2007 Director Plan, each eligible outside director is granted an option to purchase an additional 12,000 common shares on the date of our annual general meeting, provided that on such date the director has served on our board of directors for at least six months prior to the date of such annual general meeting. Each of our current independent directors is considered an eligible outside director. This option fully vests on the earlier of the next annual general meeting or the one year anniversary of the option grant date. All options will vest in full upon a change of control. The exercise price per share for each option is equal to the fair market value on the date of grant.