Chegg 2013 Annual Report Download - page 40

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promptly to the chair or other member of our audit committee for review. Based on the conclusions reached, the
chair or other member of our audit committee will evaluate all options, including but not limited to ratification,
amendment or termination of the transaction with the related person.
In approving or rejecting the proposed transaction, the chair or other member of our audit committee will
consider the relevant and available facts and circumstances, including such facts as (i) the impact on a director’s
independence in the event the related person is a director, immediate family member of a director or an entity
with which a director is affiliated, (ii) the terms of the transaction and (iii) any other relevant information and
considerations with respect to the proposed transaction. The chair or other member of our audit committee will
approve only those transactions with related persons that, in light of known circumstances, are in or are not
inconsistent with, the best interests of our company and our stockholders, as such chair or other member of our
audit committee determines in the good faith exercise of his or her discretion.
Prior to the adoption of the written policy described above, our board of directors reviewed and approved
any transaction where a director or officer had a financial interest, including all of the transactions described
above. Prior to approving such a transaction, the material facts as to a director’s or officer’s relationship or
interest as to the agreement or transaction were disclosed to our board of directors. Our board of directors would
take this information into account when evaluating the transaction and in determining whether such transaction
was fair to our company and in the best interest of all of our stockholders.
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