MOLX » Topics » Board Independence

This excerpt taken from the MOLX DEF 14A filed Sep 10, 2009.
Board Independence
 
The Board of Directors has assessed the independence of the directors in light of the published listing standards of NASDAQ and the more stringent Independence Standards established by the Board, which are described below and can also be found on our website, www.molex.com, on the Investors page under Corporate Governance. Under these standards, the Board has determined that the following directors are independent: Michael J. Birck, Michelle L. Collins, Anirudh Dhebar, Edgar D. Jannotta, David L. Landsittel, Joe W. Laymon, James S. Metcalf and Robert J. Potter. Donald G. Lubin has determined that he is not independent in light of his longstanding role as a legal advisor to Molex and the Krehbiel Family, and the Board agrees with Mr. Lubin’s determination.
 
The NASDAQ rules have objective tests and a subjective test for determining who is an “independent director.” Under the objective tests, a director cannot be considered independent if the director (i) is an employee of the Company or (ii) is a partner in, or an executive officer of, an entity to which the Company made, or from which the Company received, payments in the current or any of the past three fiscal years that exceed 5% of the recipient’s consolidated gross revenue for that year.


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The subjective test states that an independent director must be a person who lacks a relationship that, in the opinion of the Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.
 
In addition to the Board-level standards for director independence, the directors who serve on the Audit Committee each must satisfy standards established by the SEC providing that to qualify as “independent” for the purposes of membership on that committee, members of audit committees may not accept directly or indirectly any consulting, advisory, or other compensatory fee from the company other than their director compensation and must not be an affiliated person.
 
Under the additional Independence Standards established by the Board, a director cannot be affiliated with a business organization that either paid or received payments to or from us during any one of the past three fiscal years that exceed the greater of 2% of the recipient’s gross revenues for that year or $200,000.
 
In assessing independence, the Board reviewed transactions and relationships of the directors based on information provided by each director, our records and publicly available information. The relationships and transactions reviewed by the Board included the following:
 
  •     Mr. Birck is the Chairman of Tellabs, which is a Molex customer. The Board reviewed Molex’s sales to Tellabs during FY09 and determined that this relationship does not affect Mr. Birck’s status as an independent director.
 
  •     Mr. Jannotta is the Chairman of William Blair, which provides investment banking services to Molex. The Board reviewed the amount of fees paid to William Blair for such services during FY09 and determined that this relationship does not affect Mr. Jannotta’s status as an independent director.
 
  •     Mr. Laymon was previously Group Vice President, Corporate Human Resources, of Ford Motor Company, which is a Molex customer. The Board reviewed Molex’s sales to Ford during FY09 and determined that this relationship does not affect Mr. Laymon’s status as an independent director.
 
  •     From time to time, we make charitable contributions to organizations with which a non-employee director has an affiliation. The Board reviewed all such charitable contributions and determined that they did not affect the independent status of any non-employee director.
 
Board Independence
 
The Board of Directors has assessed the independence of the directors in light of the listing standards of NASDAQ and the more stringent independence test established by the Board. The Board has determined that the following directors are independent: Michael J. Birck, Michelle L. Collins, Edgar D. Jannotta, Kazumasa Kusaka, David L. Landsittel, Joe W. Laymon, James S. Metcalf and Robert J. Potter. Donald G. Lubin has determined that he is not independent in light of his long-standing role as a legal advisor to Molex and the Krehbiel family, and the Board agrees with Mr. Lubin’s determination.
 
Under the Board’s independence requirement, a director cannot be affiliated with a business organization that either paid or received payments to or from us during any one of the past three fiscal years that exceed the greater of 2% of the recipient’s gross revenues for that year or $200,000. In assessing independence, the Board reviewed transactions and relationships of the directors based on information provided by each director, our records and publicly available information. The relationships and transactions reviewed by the Board included the following:
 
  •     Mr. Birck is the Chairman of Tellabs which is a Molex customer. The Board reviewed Molex’s sales to Tellabs during FY08 and determined that this relationship does not affect Mr. Birck’s status as an independent director;
 
  •     Mr. Jannotta is the Chairman of William Blair which provides investment banking services to Molex. The Board reviewed the amount of fees paid to William Blair for such services during FY08 and determined that this relationship does not affect Mr. Jannotta’s status as an independent director;
 
  •     Mr. Laymon was previously Group Vice President, Corporate Human Resources, at Ford Motor Company which is a Molex customer. The Board reviewed Molex’s sales to Ford during FY08 and determined that this relationship does not affect Mr. Laymon’s status as an independent director.
 
  •     From time to time, we make charitable contributions to organizations with which a non-employee director has an affiliation. The Board reviewed all such charitable contributions and determined that they did not affect the independent status of any non-employee director.
 

Board Independence

The Board of Directors has assessed the independence of the directors in light of the listing standards of NASDAQ and the more stringent independence test established by the Board. The Board has determined that the following directors are independent: Michael J. Birck, Michelle L. Collins, Edgar D. Jannotta, Kazumasa Kusaka, David L. Landsittel, and Robert J. Potter. Donald G. Lubin has determined that he is not independent in light of his long-standing role as a legal advisor to Molex and the legal services provided by his firm to Molex. The Board agrees with Mr. Lubin’s determination.

Under the Board’s independence requirement, a director cannot be affiliated with a business organization that either paid or received payments to or from us during any one of the past three fiscal years that exceed the greater of 2% of the recipient’s gross revenues for that year or $200,000. In assessing independence, the Board reviewed transactions and relationships of the directors based on information provided by each director, our records and publicly available information. The relationships and transactions reviewed by the Board included the following:

 

   

Mr. Birck is the Chairman of Tellabs which is a Molex customer. The Board reviewed the sales revenue received by Molex from Tellabs during fiscal year 2007 and determined that this relationship does not affect Mr. Birck’s status as an independent director;

 

   

Mr. Jannotta is the Chairman of William Blair which provides investment banking services to Molex. The Board reviewed the amount of fees paid to William Blair for such services during fiscal year 2007 and determined that this relationship does not affect Mr. Jannotta’s status as an independent director;

 

   

From time to time, we make charitable contributions to organizations with which a non-employee director has an affiliation. The Board reviewed all such charitable contributions and determined that they did not affect the independent status of any non-employee director.

 

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This excerpt taken from the MOLX DEF 14A filed Sep 13, 2006.

Board Independence

     The Board of Directors has assessed the independence of the directors in light of the listing standards of The NASDAQ Stock Market, Inc. (Nasdaq) and the more stringent independence test established by the Board. Under the Board’s requirement, in order to be deemed independent, a director cannot be affiliated with a business organization that either paid or received payments to or from Molex during any one of the past three fiscal years that exceed the greater of 2% of the recipient’s gross revenues for that year or $200,000. The Board has determined that the following directors are independent: Michael J. Birck, Douglas K. Carnahan, Michelle L. Collins, Edgar D. Jannotta, David L. Landsittel, Joe W. Laymon, Masahisa Naitoh and Robert J. Potter.

This excerpt taken from the MOLX DEF 14A filed Sep 23, 2005.

BOARD INDEPENDENCE

Under the applicable rules of The Nasdaq Stock Market, Inc. (“Nasdaq Rules”), there are certain requirements and qualifications that the board of directors must have. For example, the Nasdaq Rules require that the full board of directors have the responsibility of determining the “independence” of the members of the board of directors. The definition of “independence” under the Nasdaq Rules includes a series of objective minimum tests, such as that a director is not an employee of the company and has not engaged in various types of business dealings with the company. Molex has adopted a more stringent test regarding the quantitative nature of any business relationship than required under the Nasdaq Rules. In order to be deemed independent, a director cannot be affiliated with a business organization that either paid or received payments to or from Molex during any one of the past three fiscal years that exceed 2% (rather than the 5% required by Nasdaq) of the recipient’s gross revenues for that year or $200,000, whichever is more (subject to certain exceptions). In addition, as required by the Nasdaq Rules, the Board has made the subjective determination as to each independent director that no relationships exist that, in the opinion of the Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. In making these determinations, the directors reviewed and discussed information provided by the directors and the company with regard to each director’s business and personal activities as they relate to Molex and Molex’s management.

In July of 2005, the board of directors determined that eight outside directors of Molex are “independent”, forming an independent majority as required under the Nasdaq Rules. The names of the independent members of Molex’s board of directors are:

Ÿ
Michael J. Birck
Ÿ
David L. Landsittel
Ÿ
Douglas K. Carnahan
Ÿ
Joe W. Laymon
Ÿ
Michelle L. Collins
Ÿ
Masahisa Naitoh
Ÿ
Edgar D. Jannotta
Ÿ
Robert J. Potter

The Nasdaq Rules also require that the members of the Compensation Committee and the Nominating and Corporate Governance Committee be independent as defined above. The level of independence for members of the Audit Committee is higher than that required for the other independent board or committee members. The board of directors determined that all the members of the Compensation Committee and the Nominating and Corporate Governance Committee are independent and that all three of the outside directors comprising the Audit Committee have met the higher independent standards and the other requirements set forth in greater detail in the section entitled “COMMITTEES OF THE BOARD OF DIRECTORS.”

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