Marvell Technology Group (MRVL)

Duties and Responsibilities

·       Appoint, compensate, retain and oversee the work of the external auditors for the purpose of preparing or issuing an audit report or related work, with the external auditors reporting directly to the Committee;

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·       Resolve any disputes between management and the external auditors regarding financial reporting;

·       Pre-approve all external audit and non-audit services, including the fees and terms of engagement, provided by the external auditors, and, if desired, establish policies and procedures for review and pre-approval by the Committee of such services;

·       Establish procedures for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters, and the confidential, anonymous submission by the Company’s employees of concerns regarding accounting or auditing matters;

·       Obtain from the external auditor written reports required by Section 10A of the Securities Exchange Act of 1934, concerning (i) all critical accounting policies and practices to be used, (ii) alternative treatments of financial information within generally accepted accounting principles that have been discussed with management officials, ramifications of the use of such alternative disclosures and treatments, and the treatment preferred by the external auditors; and (iii) any other material written communications between the external auditors and the Company’s management;

·       Obtain, review and discuss an annual report by the external auditor describing the external auditor’s internal quality control procedures and any material issues raised by the most recent internal quality control review or peer review of the external auditor’s firm, or by any inquiry or investigation by the governmental or professional authorities, within the preceding five years, respecting one or more independent audits carried out by the external auditor’s firm and steps taken to address those issues and all relationships between the external auditor and the Company;

·       Meet with the external auditors prior to the audit for each fiscal year to review the planning, staffing and scope of the audit;

·       Establish guidelines for the hiring of employees and former employees of the external auditors;

·       Discuss with the external auditors significant matters in the financial statements and the quality and acceptability of financial reporting decisions and judgments. Included in these discussions should be reports of disagreements with management, difficulties encountered during the audit, significant deficiencies in internal control, fraud and illegal acts, and major issues discussed with management prior to retention;

·       Oversee the responsibilities of and maintain a direct reporting relationship with the Company’s Director of Internal Audit and such person’s staff, including maintaining a regular meeting schedule with the IA Director independent of and apart from its meetings with Company management;

·       Prepare the Committee report that the SEC rules require be included in the Company’s annual proxy statement;

·       Based on its review and discussion with management and the external auditors, recommend to the Board whether the financial statements should be included in the Company’s annual report on Form 10-K;

·       Perform an annual performance evaluation of the Committee and assessment of its Charter;

·       Look to the internal auditors for assurance that applicable policies, rules, and regulations have been complied with, and that the corporate culture includes effectively operating and open communications provisions;

·       Review major changes to the Company’s auditing and accounting principles and practices as suggested by the external auditors or management;

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·       Review and discuss with management and the external auditors the adequacy and effectiveness of the Company’s internal control over financial reporting (including any significant deficiencies, material weaknesses and significant changes in internal control over financial reporting reported to the Committee by management and any fraud involving management or other employees who have a significant role in the Company’s internal control over financial reporting) and the effectiveness of the Company’s disclosure controls and procedures;

·       Review with the external auditors any management letter provided by the external auditors and the Company’s responses to that letter;

·       Review and discuss with management and the external auditors (i) any material financial or non-financial arrangements that do not appear on the Company’s financial statements, (ii) any transactions or courses of dealing with parties related to the Company that are significant in size or involve terms or other aspects that differ from those that would likely be negotiated with independent parties, and that are relevant to an understanding of the Company’s financial statements, and (iii) material financial risks that are designated as such by management or the external auditors; and

·       Periodically meet separately with management and with the external auditors.

·       Perform such other duties enumerated in, and consistent with, this Charter and as otherwise required by Section 404 of the Sarbanes-Oxley Act.

The Committee shall meet at least four times annually or more frequently as the Committee may deem appropriate.