NAPS » Topics » Nominating & Corporate Governance Committee

This excerpt taken from the NAPS DEF 14A filed Jul 31, 2006.

Nominating & Corporate Governance Committee

 

The nominating & corporate governance committee of our Board of Directors consists of two non-employee directors: Messrs. Boyko and Mulligan. Mr. Mulligan is the Chairperson of our nominating &

 

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corporate governance committee. Our nominating & corporate governance committee (a) assists our Board of Directors in identifying individuals qualified to become Board members and Board committee members, and selects, or recommends that the Board select, the director nominees for each annual meeting of stockholders and the Board committee nominees for approval by the Board; and (b) monitors and evaluates our Board’s corporate governance policies and makes recommendations to our Board with respect thereto.

 

Our Nominating & Corporate Governance Committee Charter was adopted August 15, 2003 and is available on our website at www.napster.com. This charter requires that the nominating & corporate governance committee consists of two or more board members who satisfy the “independence” requirements of Nasdaq. Each of the members of the nominating & corporate governance committee satisfies these requirements.

 

The nominating & corporate governance committee met in person or conducted telephonic meetings a total of three (3) times during fiscal 2006. During that same period, the nominating & corporate governance committee did not act by unanimous written consent.

 

This excerpt taken from the NAPS DEF 14A filed Jul 29, 2005.

Nominating & Corporate Governance Committee

 

The nominating & corporate governance committee of our Board of Directors consists of two non-employee directors: Messrs. Boyko and Mulligan. Mr. Mulligan is the Chairperson of our nominating & corporate governance committee. Our nominating & corporate governance committee (a) assists our Board of Directors in identifying individuals qualified to become Board members and Board committee members, and selects, or recommends that the Board select, the director nominees for each annual meeting of stockholders and the Board committee nominees for approval by the Board; and (b) monitors and evaluates our Board’s corporate governance policies and make recommendations to our Board with respect thereto.

 

Our Nominating & Corporate Governance Committee Charter was adopted August 15, 2003 and is available on our website at www.napster.com. This charter requires that the nominating & corporate governance committee consists of two or more board members who satisfy the “independence” requirements of Nasdaq. Each of the members of the nominating & corporate governance committee satisfies these requirements.

 

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The nominating & corporate governance committee met in person or conducted telephonic interviews a total of four (4) times during fiscal 2005. During that same period, the nominating & corporate governance committee did not act by unanimous written consent.

 

This excerpt taken from the NAPS DEF 14A filed Jan 14, 2005.

Nominating & Corporate Governance Committee

 

The nominating & corporate governance committee of our Board of Directors consists of two non-employee directors: Messrs. Boyko and Mulligan. Mr. Mulligan is the Chairperson of our nominating & corporate governance committee. Our nominating & corporate governance committee (a) assists our Board of Directors in identifying individuals qualified to become Board members and Board committee members, and selects, or recommends that the Board select, the director nominees for each annual meeting of stockholders and the Board committee nominees for approval by the Board; and (b) monitors and evaluates our Board’s corporate governance policies and make recommendations to our Board with respect thereto.

 

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Table of Contents

Our Nominating & Corporate Governance Committee Charter was adopted August 2003, and is available on our website at www.napster.com. This charter requires that the nominating & corporate governance committee consist of two or more board members who satisfy the “independence” requirements of Nasdaq. Each of the members of the nominating & corporate governance committee satisfies these requirements.

 

The nominating & corporate governance committee of our Board of Directors had no members prior to April 27, 2004 and therefore did not meet in person or conduct telephonic meetings during fiscal year ended March 31, 2004. For this same reason, the nominating & corporate governance committee did not act by unanimous written consent during fiscal year ended March 31, 2004.

 

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