Garmin 2007 Annual Report Download - page 106

Download and view the complete annual report

Please find page 106 of the 2007 Garmin annual report below. You can navigate through the pages in the report by either clicking on the pages listed below, or by using the keyword search tool below to find specific information within the annual report.

Page out of 138

  • 1
  • 2
  • 3
  • 4
  • 5
  • 6
  • 7
  • 8
  • 9
  • 10
  • 11
  • 12
  • 13
  • 14
  • 15
  • 16
  • 17
  • 18
  • 19
  • 20
  • 21
  • 22
  • 23
  • 24
  • 25
  • 26
  • 27
  • 28
  • 29
  • 30
  • 31
  • 32
  • 33
  • 34
  • 35
  • 36
  • 37
  • 38
  • 39
  • 40
  • 41
  • 42
  • 43
  • 44
  • 45
  • 46
  • 47
  • 48
  • 49
  • 50
  • 51
  • 52
  • 53
  • 54
  • 55
  • 56
  • 57
  • 58
  • 59
  • 60
  • 61
  • 62
  • 63
  • 64
  • 65
  • 66
  • 67
  • 68
  • 69
  • 70
  • 71
  • 72
  • 73
  • 74
  • 75
  • 76
  • 77
  • 78
  • 79
  • 80
  • 81
  • 82
  • 83
  • 84
  • 85
  • 86
  • 87
  • 88
  • 89
  • 90
  • 91
  • 92
  • 93
  • 94
  • 95
  • 96
  • 97
  • 98
  • 99
  • 100
  • 101
  • 102
  • 103
  • 104
  • 105
  • 106
  • 107
  • 108
  • 109
  • 110
  • 111
  • 112
  • 113
  • 114
  • 115
  • 116
  • 117
  • 118
  • 119
  • 120
  • 121
  • 122
  • 123
  • 124
  • 125
  • 126
  • 127
  • 128
  • 129
  • 130
  • 131
  • 132
  • 133
  • 134
  • 135
  • 136
  • 137
  • 138

80
PART III
Item 10. Directors, Executive Officers and Corporate Governance
Garmin has incorporated by reference certain information in response or partial response to the Items under this
Part III of this Annual Report on Form 10-K pursuant to General Instruction G(3) of this Form 10-K and Rule 12b-
23 under the Exchange Act. Garmin’s definitive proxy statement in connection with its annual meeting of
shareholders scheduled for June 6, 2008 (the “Proxy Statement”) will be filed with the Securities and Exchange
Commission no later than 120 days after December 29, 2007.
(a) Directors of the Company
The information set forth in response to Item 401 of Regulation S-K under the headings “Proposal - Election of
Two Directors” and “The Board of Directors” in the Proxy Statement is hereby incorporated herein by reference in
partial response to this Item 10.
(b) Executive Officers of the Company
The information set forth in response to Item 401 of Regulation S-K under the heading “Executive Officers of
the Registrant” in Part I of this Form 10-K is incorporated herein by reference in partial response to this Item 10.
(c) Compliance with Section 16(a) of the Exchange Act
The information set forth in response to Item 405 of Regulation S-K under the heading “Section 16(a)
Beneficial Ownership Reporting Compliance” in the Proxy Statement is hereby incorporated herein by reference in
partial response to this Item 10.
(d) Audit Committee and Audit Committee Financial Expert
The information set forth in response to Item 402 of Regulation S-K under the heading “The Board of
Directors -- Audit Committee” in the Proxy Statement is hereby incorporated herein by reference in partial response
to this Item 10.
Garmin’s Board of Directors has determined that Gene M. Betts, Charles W. Peffer, and Thomas A.
McDonnell, members of Garmin’s Audit Committee, are “audit committee financial experts” as defined by the SEC
regulations implementing Section 407 of the Sarbanes-Oxley Act of 2002. Mr. Betts, Mr. Peffer and Mr.
McDonnell are each “independent” as defined by current listing standards of the Nasdaq Stock Market.
(e) Code of Ethics
Garmin’s Board of Directors has adopted the Code of Business Conduct and Ethics for Directors, Officers
and Employees of Garmin Ltd. and Subsidiaries (the “Code”). The Code is applicable to all Garmin employees
including the Chairman and Chief Executive Officer, the President and Chief Operating Officer, the Chief Financial
Officer, the Controller and other officers. A copy of the Code was filed as Exhibit 14.1 of the Annual Report on
Form 10-K for the fiscal year ended December 25, 2004 and incorporated by reference herein and listed as Exhibit
14.1 to this Annual Report on Form 10-K. If any amendments to the Code are made, or any waivers with respect to
the Code are granted to the Chief Executive Officer, Chief Financial Officer or Controller, such amendment or
waiver will be disclosed in a Form 8-K filed with the Securities and Exchange Commission.