This excerpt taken from the MOVE DEF 14A filed Apr 30, 2009.
On June 12, 2008, the Board formed an Executive Committee as an ad hoc committee. Its principle functions were to:
Our Executive Committee consisted of Messrs. Hanauer and Willison. Each of these directors is a non-employee director within the meaning of Section 16 of the Securities Exchange Act, an outside director within the meaning of Section 162(m) of the Internal Revenue Code, and an independent director under applicable NASDAQ listing standards. The committee held twelve meetings during 2008 and does not contemplate any future meetings.