Dell 2006 Annual Report Download - page 125

Table of Contents
Corporate Governance
Corporate Governance Principles — The Board of Directors believes that adherence to sound corporate governance policies
and practices is important in ensuring that our company is governed and managed with the highest standards of
responsibility, ethics, and integrity and in the best interests of the stockholders. The Board maintains a set of Corporate
Governance Principles intended to reflect a set of core values that provide the foundation for our governance and
management systems and our interactions with others. A copy of those principles can be found on our website at
www.dell.com/corporategovernance.
Board Committees — The Board maintains the following committees to assist it in discharging its oversight responsibilities.
The current membership of each committee is indicated in the list of directors set forth under "Board of Directors" above.
• Audit Committee — The Audit Committee assists the Board in fulfilling its responsibility to provide oversight with respect to
our financial statements and reports and other disclosures provided to stockholders, the system of internal controls, the
audit process, and legal and ethical compliance. Its primary duties include reviewing the scope and adequacy of our internal
and financial controls; reviewing the scope and results of the audit plans of our independent and internal auditors; reviewing
the objectivity, effectiveness, and resources of the internal audit function; appraising our financial reporting activities and the
accounting standards and principles followed; and reviewing and approving ethics and compliance policies. The Audit
Committee also selects, engages, compensates, and oversees our independent auditor and pre-approves all services to be
performed by that firm.
The Audit Committee is comprised entirely of directors who satisfy the standards of independence established under our
Corporate Governance Principles, as well as additional or supplemental independence standards applicable to audit
committee members established under applicable law and NASDAQ listing requirements. The Board has determined that
each Audit Committee member meets the NASDAQ "financial literacy" requirement and that Mr. Mandl is a "financial
expert" within the meaning of the current rules of the SEC.
• Leadership Development and Compensation Committee — The Leadership Development and Compensation Committee
reviews and approves, on behalf of the Board, the amounts and types of compensation to be paid to our executive officers
and the non-employee directors; reviews and approves, on behalf of the Board, all bonus and equity compensation to be
paid to our other employees; and administers our stock-based compensation plans. The Leadership Development and
Compensation Committee is comprised entirely of directors who satisfy the standards of independence established in our
Corporate Governance Principles, as well as additional or supplemental independence standards applicable to
compensation committee members established under applicable law and NASDAQ listing requirements.
• Governance and Nominating Committee — The Governance and Nominating Committee oversees all matters of corporate
governance, including formulating and recommending to the full Board governance policies and processes and monitoring
and safeguarding the independence of the Board, and selects, evaluates, and recommends to the full Board qualified
candidates for election or appointment to the Board. This committee also recommends the structure and membership of the
Board committees and administers an annual self-evaluation of Board performance. This committee is also responsible for
monitoring, on behalf of the Board, our sustainability and corporate responsibility activities and initiatives. The Governance
and Nominating Committee is comprised entirely of directors who satisfy the standards of independence established in our
Corporate Governance Principles, as well as additional or supplemental independence standards applicable to nominating
committee members established under applicable law and NASDAQ listing requirements.
The Governance and Nominating Committee's policies and processes for identifying, evaluating, and selecting director
candidates, including candidates recommended by stockholders, are set forth in the company's proxy statement relating to
the annual meeting of stockholders.
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