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This excerpt taken from the TTWO DEF 14A filed Feb 28, 2007. Independent
Directors. The
Board has determined that Messrs. Grace, Flug, Lewis, Tisch, Emmel, Malone,
Levy and Brown are “independent” directors as defined under the rules of
the NASDAQ Stock Market. During the fiscal years ended October 31, 2005
and October 31, 2006, the independent directors met in executive session
(outside the presence of management) on several occasions. The Board has
established three standing committees, a Compensation Committee, a Corporate
Governance Committee and an Audit Committee, each of which is comprised of
independent directors and is governed by a written charter. The Board also
established a Special Litigation Committee in 2006, which is comprised of
6 Messrs. Malone, Levy and Brown, which, among other things, is responsible for investigating the allegations made in certain stockholder derivative actions and investigating the Company’s past option granting practices. Certain information as to each of the Company’s standing board committees is set forth below: |
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