Chegg 2014 Annual Report Download - page 12

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Applying these standards, the board annually reviews the independence of the company’s directors, taking into
account all relevant facts and circumstances. In its most recent review, the board considered, among other things, the
relationships that each non-employee director has with our company and all other facts and circumstances our board of
directors deemed relevant in determining their independence, including the beneficial ownership of our capital stock by each
non-employee director.
Based upon this review, our board of directors has determined that none of the members of our board other than
Mr. Rosensweig has a relationship that would interfere with the exercise of independent judgment in carrying out the
responsibilities of a director and that each of the members of our board other than Mr. Rosensweig is “independent” as that
term is defined under the rules of the NYSE.
All members of our audit committee, compensation committee, nominating and corporate governance committee must
be independent directors as defined by our Corporate Governance Guidelines. Members of the audit committee must also
satisfy a separate SEC independence requirement, which provides that they may not accept directly or indirectly any
consulting, advisory or other compensatory fee from Chegg or any of its subsidiaries other than their directors’ compensation.
Our board of directors has determined that all members of our audit committee, compensation committee and nominating and
corporate governance committee are independent and all members of our audit committee satisfy the relevant SEC additional
independence requirements for the members of such committee.
Committees of Our Board of Directors
Our board of directors has established an audit committee, a compensation committee and a nominating and corporate
governance committee. The composition and responsibilities of each committee are described below. The charters for each
committee can be obtained, without charge, on the investor relations section of our website, investor.chegg.com, under
“Corporate Governance.” Members serve on these committees until their resignations or until otherwise determined by our
board of directors.
Audit Committee
Our audit committee is comprised of Barry McCarthy, who is the chair of the audit committee, Richard Sarnoff and
John York. The composition of our audit committee meets the requirements for independence under the current NYSE and SEC
rules and regulations. Each member of our audit committee is financially literate as required by current NYSE listing standards.
In addition, our board of directors has determined that Mr. McCarthy is an audit committee financial expert within the meaning
of Item 407(d) of Regulation S-K of the Securities Act.
Our audit committee, among other things:
• selects a qualified firm to serve as the independent registered public accounting firm to audit our financial
statements;
• helps to ensure the independence and performance of and oversees our company’s relationship with the
independent registered public accounting firm;
• discusses the scope and results of the audit with the independent registered public accounting firm, and
reviews, with management and the independent registered public accounting firm, our interim and year-end
operating results;
• develops procedures for employees to submit concerns anonymously about questionable accounting or audit
matters;
• considers the adequacy of our internal accounting controls and audit procedures; and
• approves or, as required, pre-approves all audit and non-audit services not prohibited by law to be performed
by the independent registered public accounting firm.