This excerpt taken from the MRVL DEF 14A filed May 8, 2006.
The Committee shall be comprised of not less than three non-employee members of the Board. The Board shall designate a chairman of the Committee.
The Committees composition will meet the independence, experience and other requirements of, or as may be established by, the Nasdaq Stock Market (Nasdaq) and the Securities and Exchange Commission (the SEC).
Accordingly, all of the members will be directors who:
· Have no relationship to the Company that may interfere with the exercise of their independence from management and the Company; and,
· Are financially literate.
Additionally, the Committee must:
· Include at least one financial expert, in accordance with the requirements of all regulatory bodies, including the SEC;
· Be independent and may not accept compensatory fees, other than board of director fees, from the Company or its subsidiaries; and
· Be provided appropriate funding to fulfill its responsibilities and to have the authority to engage, terminate and compensate independent counsel and other advisers, as it deems necessary to fulfill its duties.