eBay 2003 Annual Report Download - page 73

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Scott D. Cook has served as a director of eBay since June 1998. Mr. Cook is the founder of Intuit
Inc., a Ñnancial software developer. Mr. Cook has been a director of Intuit since March 1984 and is
currently Chairman of the Executive Committee of the Board of Intuit. From March 1993 to July 1998,
Mr. Cook served as Chairman of the Board of Intuit. From March 1984 to April 1994, Mr. Cook served
as President and Chief Executive OÇcer of Intuit. Mr. Cook also serves on the board of directors of The
Procter & Gamble Company. Mr. Cook holds a B.A. degree in Economics and Mathematics from the
University of Southern California and an M.B.A. degree from the Harvard Business School.
Robert C. Kagle has served as a director of eBay since June 1997. Mr. Kagle has been a Member of
Benchmark Capital, the General Partner of Benchmark Capital Partners, L.P. and Benchmark Founders'
Fund, L.P., since its founding in May 1995. Mr. Kagle also has been a General Partner of Technology
Venture Investors since January 1984. Mr. Kagle also serves on the board of directors of E-LOAN, Inc.
Mr. Kagle holds a B.S. degree in Electrical and Mechanical Engineering from the General Motors
Institute (renamed Kettering University in January 1998) and an M.B.A. degree from the Stanford
Graduate School of Business.
Dawn G. Lepore has served as a director of eBay since December 1999. Ms. Lepore is Vice Chairman
of Technology, Active Trader, Operations, Business Strategy, and Administration for the Charles Schwab
Corporation and Charles Schwab & Co, Inc., a Ñnancial holding company, since August 2003. Prior to this
appointment, she has held various positions with the Charles Schwab Corporation including: Vice
Chairman of Technology, Operations, Business Strategy, and Administration from May 2003 August 2003;
Vice Chairman of Technology, Operations, and Administration from March 2002 to May 2003; Vice
Chairman of Technology and Administration from November 2001 to March 2002; Vice Chairman and
Chief Information OÇcer from July 1999 to November 2001; and Executive Vice President and Chief
Information OÇcer from October 1993 to July 1999. Ms. Lepore is a member of Schwab's Executive
Committee and is a trustee of SchwabFunds. She also serves on the board of directors of Wal-Mart
Stores, Inc. Ms. Lepore holds a B.A. degree from Smith College.
Thomas J. Tierney has served as a director of eBay since March 2003. Mr. Tierney is the founder of
The Bridgespan Group, a non-proÑt business consulting Ñrm serving the non-proÑt sector, and has been its
Chairman of the Board since late 1999. Prior to founding Bridgespan, Mr. Tierney served as Chief
Executive OÇcer of Bain & Company, a consulting Ñrm, from June 1992 to January 2000. Mr. Tierney
holds a B.A. degree in Economics from the University of California at Davis and an M.B.A. degree with
distinction from the Harvard Business School. Mr. Tierney is the co-author of a book about organization
and strategy called Aligning the Stars.
Audit Committee and Audit Committee Financial Expert
Our Board has a separately-designated standing Audit Committee established in accordance with
Section 3(a)(58)(A) of the Exchange Act. The members of the Audit Committee are Fred D. Anderson,
Robert C. Kagle, and Dawn G. Lepore. Our Board has determined that Fred D. Anderson, Chairman of
the Audit Committee, is an audit committee Ñnancial expert as deÑned by Item 401(h) of Regulation S-K
of the Exchange Act and that each member of the Audit Committee is independent within the meaning of
Rule 4200(a)(15) of the National Association of Securities Dealers' listing standards.
Code of Ethics, Governance Guidelines and Committee Charters
We have adopted a Code of Business Conduct and Ethics that applies to all eBay employees. We have
also adopted a Code of Ethics for Senior Financial OÇcers that applies to our senior Ñnancial oÇcers,
including our principal executive oÇcer, principal Ñnancial oÇcer and principal accounting oÇcer. The
Code of Ethics for Senior Financial OÇcers is posted on our website at http://investor.ebay.com/code-of-
ethics.cfm. We will post any amendments to or waivers from the Code of Ethics for Senior Financial
OÇcers at that location.
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