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Table of Contents
Committee Composition
The composition of our committees is set forth below. Committee assignments are determined based on background and the expertise which
individual directors can bring to a committee. In Fiscal 2015, our AC held nine meetings, our CC held five meetings and our NCGC held three
meetings. In March 2015, upon the recommendations of the NCGC, the Board examined the composition and chairmanship of the Board’
s
committees and approved certain rotations, assuming each director’s election or re-
election, effective immediately following the 2015 Annual
Meeting as set forth below:
* Mr. Huang and Ms. Drell do not serve on any committees.
Committee Functions
Audit Committee
17
Director
AC CC NCGC
Before 2015
Annual Meeting
After 2015
Annual Meeting
Before 2015
Annual Meeting
After 2015
Annual Meeting
Before 2015
Annual Meeting
After 2015
Annual Meeting
Robert K. Burgess
Chair Chair
Tench Coxe
Member Member
Persis S. Drell*
James C. Gaither
Member Member
Jen-Hsun Huang*
Dawn Hudson
Member Member
Harvey C. Jones Member
Member Member Member
Michael G. McCaffery Member Member
William J. Miller Member
Chair Chair
Mark L. Perry Chair Chair
A. Brooke Seawell Member Member
Mark A. Stevens
Member Member
Member Member
•
Oversees our corporate accounting and financial reporting process;
•
Oversees our internal audit function;
•
Determines and approves the engagement, retention and/or termination of the independent registered public accounting firm, or any new
independent registered public accounting firm;
•
Evaluates the performance of and assesses the qualifications of our independent registered public accounting firm;
• Reviews and approves the retention of the independent registered public accounting firm to perform any proposed permissible non-
audit
services;
•
Confers with management and our independent registered public accounting firm regarding the results of the annual audit, the results of our
quarterly financial statements and the effectiveness of internal control over financial reporting;
• Reviews the financial statements to be included in our Form 10-
K;
•
Reviews earnings press releases, as well as the substance of financial information and earnings guidance provided to analysts and rating
agencies on our quarterly earnings calls;
• Prepares the report required to be included by the SEC rules in our annual proxy statement or Form 10-
K; and
•
Establishes procedures for the receipt, retention and treatment of complaints we receive regarding accounting, internal accounting controls or
auditing matters and the confidential and anonymous submission by employees of concerns regarding questionable accounting or auditing
matters.