Marvell Technology Group (MRVL)

Nominations for Election of Directors

The nominating and governance committee identifies, recruits and recommends to our board of directors, and our board of directors approves, director nominees for election at each annual general meeting of shareholders and new directors for election by our board of directors to fill vacancies that may arise. We continue to search for new independent directors to fill the existing vacancies on our board of directors, and two of the independent directors currently on our board of directors joined our board of directors in October 2007 and July 2008, respectively.

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Under the Bye-Laws, any director appointed by our board of directors would need to be reappointed by shareholders at our next annual general meeting or by our board of directors following the annual general meeting. If a suitable candidate is identified after the date of this proxy statement but prior to the upcoming annual general meeting, our board of directors intends to appoint such individual for an initial term lasting up to the next annual general meeting and then reappoint such individual following the annual general meeting. Our shareholders will then vote on the reappointment of such director at the 2010 annual general meeting.

The nominees for election at this annual general meeting were unanimously recommended and approved by the nominating and governance committee and our board of directors, respectively. The nominating and governance committee will consider proposals for nomination from shareholders that are made in writing to our Secretary at Argyle House, 41A Cedar Avenue, Hamilton, HM 12, Bermuda that are timely and that contain sufficient background information concerning the nominee to enable proper judgment to be made as to his or her qualifications. For general information regarding shareholder proposals and nominations, see “Shareholder Proposals and Nominations for the 2010 Annual General Meeting” on page 43.

Director Qualifications

The nominating and governance committee believes that the following specific, minimum qualifications must be met by a nominee for the position of director:

Other than the foregoing there are no stated minimum criteria for director nominees. We are required to have at least one member of our board of directors who meets the criteria for an “audit committee financial expert” as defined by Nasdaq and the SEC, and to have a majority of independent directors who meet the definition of “independent director” under applicable Nasdaq and SEC rules. We also believe it is appropriate for certain key members of management to participate as members of our board of directors.

When making its determination whether a nominee is qualified for the position of director, the nominating and governance committee may also consider such other factors as it may deem are in the best interests of the company and its shareholders, such as the following qualities and skills:

When evaluating a candidate for nomination, the nominating and governance committee does not assign specific weight to any of these factors or believe that all of the criteria necessarily apply to every candidate.

Identifying and Evaluating Nominees for Director

The nominating and governance committee reviews the appropriate skills and characteristics required of directors in the context of the current composition of our board of directors. Candidates considered for

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nomination to our board of directors may come from several sources, including current and former directors, professional search firms and shareholder nominations. A shareholder seeking to recommend a prospective nominee for the nominating and governance committee’s consideration should submit the candidate’s name and qualifications to our Secretary at Argyle House, 41A Cedar Avenue, Hamilton, HM 12, Bermuda. The nominating and governance committee will consider candidates recommended by shareholders in the same manner as candidates recommended to the nominating and governance committee from other sources. Nominees for director are evaluated by the nominating and governance committee, which may retain the services of a professional search firm to assist them in identifying or evaluating potential nominees.

Nominations for Election of Directors

        The governance committee identifies, recruits and recommends to our board of directors, and our board of directors approves, director nominees for election at each annual general meeting of shareholders and new directors for election by our board of directors to fill vacancies that may arise. The governance committee is actively recruiting and screening candidates to fill vacancies on our current board of directors. Under our Bye-Laws, any director appointed by our board of directors would need to be reappointed by shareholders at our next annual general meeting or by our board of directors following the annual general meeting. If a suitable candidate is identified after the date of this proxy statement but prior to the upcoming annual general meeting, our board of directors intends to appoint such individual for an initial term lasting up to the annual general meeting and then reappoint such individual following the annual general meeting. Our shareholders will then vote on the reappointment of such director at the 2009 annual general meeting.

        The nominees for election at this annual general meeting were unanimously recommended and approved by the governance committee and our board of directors, respectively. The governance committee will consider proposals for nomination from shareholders that are made in writing to our Secretary at Argyle House, 41A Cedar Avenue, Hamilton, HM 12, Bermuda that are timely and that contain sufficient background information concerning the nominee to enable proper judgment to be made as to his or her qualifications. For general information regarding shareholder proposals and nominations, see "Shareholder Proposals and Nominations for the 2009 Annual General Meeting" on page 45.

    Director Qualifications

        The governance committee believes that the following specific, minimum qualifications must be met by a nominee for the position of director:

•

the highest personal and professional ethics and integrity;



•

the ability to work together with other directors, with full and open discussion and debate as an effective, collegial group;



•

current knowledge and experience in our business or operations, or contacts in the community in which we do business and in the industries relevant to our business, or substantial business, financial or industry-related experience; and



•

the willingness and ability to devote adequate time to our business.

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        Other than the foregoing there are no stated minimum criteria for director nominees. We believe, however, that it is appropriate for at least one member of our board of directors to meet the criteria for an "audit committee financial expert" as defined by Nasdaq and the SEC, and that a majority of the members of our board of directors meet the definition of "independent director" under applicable Nasdaq and SEC rules. We also believe it is appropriate for certain key members of management to participate as members of our board of directors.

        When making its determination whether a nominee is qualified for the position of director, the governance committee may also consider such other factors as it may deem are in the best interests of the company and its shareholders, such as the following qualities and skills:

•

relationships that may affect the independence of the director or conflicts of interest that may affect the director's ability to discharge his or her duties;



•

diversity of experience and background, including the need for financial, business, academic, public sector or other expertise on our board of directors or its committees; and



•

the fit of the individual's skills and experience with those of the other directors and potential directors in comparison to the needs of the company.

        When evaluating a candidate for nomination, the governance committee does not assign specific weight to any of these factors or believe that all of the criteria necessarily apply to every candidate.

    Identifying and Evaluating Nominees for Director

        The governance committee reviews the appropriate skills and characteristics required of directors in the context of the current composition of our board of directors. Candidates considered for nomination to our board of directors may come from several sources, including current and former directors, professional search firms and shareholder nominations. A shareholder seeking to recommend a prospective nominee for the governance committee's consideration should submit the candidate's name and qualifications to our Secretary at Argyle House, 41A Cedar Avenue, Hamilton, HM 12, Bermuda. Nominees for director are evaluated by the governance committee, which may retain the services of a professional search firm to assist them in identifying or evaluating potential nominees.

Nominations for Election of Directors

Our governance committee identifies, recruits and recommends to the board of directors, and the board of directors approves, director nominees for election at each annual general meeting of shareholders and new directors for election by the board of directors to fill vacancies that may arise. The governance committee is actively recruiting and screening candidates to fill vacancies to our current board of directors. If a suitable candidate is identified after the date of this proxy statement but prior to the upcoming annual general meeting, the board of directors intends, under our Bye-Laws, to appoint such individual as a director for an initial term lasting up to the annual general meeting and then to appoint that individual for a further term until the 2008 annual general meeting, at which time the shareholders of the company would vote on his reappointment.

The candidate for election at this annual general meeting was unanimously recommended and approved by our governance committee and the board of directors, respectively. The governance committee will consider proposals for nomination from shareholders that are made in writing to the Secretary that are timely and that contain sufficient background information concerning the nominee to enable proper judgment to be made as to his or her qualifications. For general information regarding shareholder proposals, see “Shareholder Proposals for the 2008 Annual General Meeting” on page 41.

Director Qualifications

The board of directors believes that the following specific, minimum qualifications must be met by a nominee for the position of director:

·       the ability to work together with other directors, with full and open discussion and debate as an effective, collegial group;

·       current knowledge and experience in our business or operations, or contacts in the community in which we do business and in the industries relevant to our business, or substantial business, financial or industry-related experience; and

·       the willingness and ability to devote adequate time to our business.

Other than the foregoing there are no stated minimum criteria for director nominees. We believe, however, that it is appropriate for at least one member of the board of directors to meet the criteria for an “audit committee financial expert” as defined by Nasdaq and the SEC, and that a majority of the members of the board of directors meet the definition of “independent director” under applicable Nasdaq and SEC rules. We also believe it is appropriate for certain key members of management to participate as members of the board of directors.

When making its determination whether a nominee is qualified for the position of director, the board of directors may also consider such other factors as it may deem are in the best interests of the company and its shareholders, such as the following qualities and skills:

·       relationships that may affect the independence of the director or conflicts of interest that may affect the director’s ability to discharge his or her duties;

·       diversity of experience and background, including the need for financial, business, academic, public sector or other expertise on the board of directors or its committees; and

·       the fit of the individual’s skills and experience with those of the other directors and potential directors in comparison to the needs of the company.

When evaluating a candidate for nomination, the board of directors does not assign specific weight to any of these factors or believe that all of the criteria necessarily apply to every candidate.

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Identifying and Evaluating Nominees for Director

The governance committee reviews the appropriate skills and characteristics required of directors in the context of the current composition of the board of directors. Candidates considered for nomination to the board of directors may come from several sources, including current and former directors, professional search firms and shareholder nominations. Nominees for director are evaluated by the governance committee, which may retain the services of a professional search firm to assist them in identifying or evaluating potential nominees.

Nominations for Election of Directors

The Governance Committee nominates directors for election at each annual general meeting of shareholders and nominates new directors for election by the Board of Directors to fill vacancies when they arise. The Governance Committee has the responsibility to identify, recruit and nominate qualified candidates for election to the Board of Directors.

The candidates for election at this Annual General Meeting were unanimously recommended by the Governance Committee to the full Board of Directors. The Governance Committee will consider proposals for nomination from shareholders that are made in writing to the Secretary, that are timely and that contain sufficient background information concerning the nominee to enable proper judgment to be made as to his or her qualifications. See “Shareholder Proposals For The 2007 Annual General Meeting” on page 27.

Director Qualifications

The Board of Directors believes that the following specific, minimum qualifications must be met by a nominee for the position of director:

·        the ability to work together with other directors, with full and open discussion and debate as an effective, collegial group;

·        current knowledge and experience in our business or operations, or contacts in the community in which we do business and in the industries relevant to our business, or substantial business, financial or industry-related experience; and

·        the willingness and ability to devote adequate time to our business.

Other than the foregoing there are no stated minimum criteria for director nominees. We believe, however, that it is appropriate for at least one, and, preferably, multiple, members of the Board to meet the criteria for an “audit committee financial expert” as defined by the Securities and Exchange Commission, and that a majority of the members of the Board meet the definition of “independent director” under the rules of The Nasdaq Stock Market. We also believe it is appropriate for certain key members of management to participate as members of the Board.

When making their determination whether a nominee is qualified for the position of director, the Board of Directors may also consider such other factors as they may deem are in the best interests of the Company and its shareholders, such as the following qualities and skills:

·        relationships that may affect the independence of the director or conflicts of interest that may affect the director’s ability to discharge his or her duties;

·        diversity of experience and background, including the need for financial, business, academic, public sector or other expertise on the Board or Board committees; and

·        the fit of the individual’s skills and experience with those of the other directors and potential directors in comparison to the needs of the Company.

When evaluating a candidate for nomination, the Board of Directors does not assign specific weight to any of these factors or believe that all of the criteria necessarily need apply to every candidate.

Identifying and Evaluating Nominees for Director

The Governance Committee reviews the appropriate skills and characteristics required of Board members in the context of the current composition of the Board. Candidates considered for nomination to the Board may come from several sources, including current and former directors, professional search

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firms and shareholder nominations. Nominees for director are evaluated by the Governance Committee, which may retain the services of a professional search firm to assist them in identifying or evaluating potential nominees.

Nominations for Election of Directors

        As described above, the independent directors select nominees for election as directors. The candidate for election at this Annual General Meeting was unanimously recommended by such independent directors to the full Board of Directors. Such independent directors will consider proposals for nomination from shareholders that are made in writing to the Secretary, that are timely and that contain sufficient background information concerning the nominee to enable proper judgment to be made as to his or her qualifications. See "Shareholder Proposals For The 2006 Annual General Meeting" on page 25.

Director Qualifications

        The independent directors of the Board believe that the following specific, minimum qualifications must be met by a nominee for the position of director:

•

the ability to work together with other directors, with full and open discussion and debate as an effective, collegial group;



•

current knowledge and experience in our business or operations, or contacts in the community in which we do business and in the industries relevant to our business, or substantial business, financial or industry-related experience; and



•

the willingness and ability to devote adequate time to our business.

        Other than the foregoing there are no stated minimum criteria for director nominees. We believe, however, that it is appropriate for at least one, and, preferably, multiple, members of the Board to

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meet the criteria for an "audit committee financial expert" as defined by the Securities and Exchange Commission, and that a majority of the members of the Board meet the definition of "independent director" under the rules of The Nasdaq Stock Market. We also believe it is appropriate for certain key members of management to participate as members of the Board.

        When making their determination whether a nominee is qualified for the position of director, the independent directors may also consider such other factors as they may deem are in the best interests of the Company and its shareholders, such as the following qualities and skills:

•

relationships that may affect the independence of the director or conflicts of interest that may affect the director's ability to discharge his or her duties;



•

diversity of experience and background, including the need for financial, business, academic, public sector or other expertise on the Board or Board committees; and



•

the fit of the individual's skills and experience with those of the other directors and potential directors in comparison to the needs of the Company.

        When evaluating a candidate for nomination, the independent directors do not assign specific weight to any of these factors or believe that all of the criteria necessarily apply to every candidate.

Identifying and Evaluating Nominees for Director

        The independent directors review annually the appropriate skills and characteristics required of Board members in the context of the current composition of the Board. Candidates considered for nomination to the Board may come from several sources, including current and former directors, professional search firms and shareholder nominations. Nominees for director are evaluated by the independent directors, which may retain the services of a professional search firm to assist them in identifying or evaluating potential nominees.