NVIDIA 2014 Annual Report Download - page 23

Table of Contents
programs for directors may include a combination of internally developed materials and presentations, programs presented by third parties, and
financial and administrative support for attendance at qualifying academic or other independent programs.
Director Stock Ownership Guidelines
The Board believes that directors should hold a significant equity interest in NVIDIA. Our Corporate Governance Policies require each non-
employee director to hold a number of shares of our common stock with a value equal to six times the annual cash retainer for Board service
during the period in which he or she serves as a director (or six times the base salary, in the case of our CEO). The shares may include vested
deferred stock and shares held in trust and by immediate family members. Non-
employee directors have until the later of (i) the end of fiscal year
2016 or (ii) within five years of Board appointment, to reach the ownership threshold. The stock ownership guidelines are intended to further
align director interests with stockholder interests.
Each of our non-employee directors currently meets or exceeds the stock ownership requirement, and each of our non-
employee directors
holds shares of our common stock, with the exception of Ms. Hudson, who joined our Board in July 2013, and Mr. McCaffery and Ms. Drell,
who joined our Board in March 2015.
Hedging and Pledging Policy
Our directors and executive officers may not hedge their ownership of NVIDIA stock, including trading in options, puts, calls, or other
derivative instruments related to NVIDIA stock or debt. Directors and executive officers may not purchase NVIDIA stock on margin, borrow
against NVIDIA stock held in a margin account, or pledge NVIDIA stock as collateral for a loan.
Outside Advisors
The Board and each of its principal committees may retain outside advisors and consultants of their choosing at our expense. The Board
need not obtain management’s consent to retain outside advisors. In addition, the principal committees need not obtain either the Board’
s or
management’s consent to retain outside advisors.
Code of Conduct
We have a Code of Conduct that applies to our executive officers, directors and employees, including our principal executive officer,
principal financial officer and principal accounting officer. We also have a Financial Team Code of Conduct that applies to our executive
officers, directors and members of our finance, accounting and treasury departments. The Code of Conduct and the Financial Team Code of
Conduct are available under Corporate Governance in the Investor Relations section of our website at www.nvidia.com
. If we make any
amendments to the Code of Conduct or the Financial Team Code of Conduct or grant any waiver from a provision of either code to any
executive officer or director, we will promptly disclose the nature of the amendment or waiver on our website.
We expect our directors, executives and employees to conduct themselves with the highest degree of integrity, ethics and honesty. Our
credibility and reputation depend upon the good judgment, ethical standards and personal integrity of each director, executive and employee. In
order to better protect us and our stockholders, we regularly review our Code of Conduct and related policies to ensure that they provide clear
guidance to our directors, executives and employees.
Corporate Hotline
We have established an independent corporate hotline to allow any employee to confidentially and anonymously lodge a complaint about
any accounting, internal control, auditing, Code of Conduct or other matter of concern (unless prohibited by local privacy laws for employees
located in the European Union).
Stockholder Communications with the Board of Directors
Stockholders who wish to communicate with the Board regarding nominations of directors or other matters may do so by sending written
communications addressed to David M. Shannon, our Secretary, at NVIDIA Corporation, 2701 San Tomas Expressway, Santa Clara, California
95050. All stockholder communications we receive that are addressed to the Board will be compiled by our Secretary. If no particular director is
named, letters will be forwarded, depending on the subject matter, to the Chair of the AC, CC or NCGC. Matters put forth by our stockholders
will be reviewed by the NCGC, which will determine whether these matters should be presented to the Board. The NCGC will give serious
consideration to all such matters and will make its determination in accordance with its charter and applicable laws.
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