Dish Network 2004 Annual Report Download - page 136

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and investment entities. Until September 2003, Mr. Goodbarn also served as a director of Nighthawk Systems. Mr.
Goodbarn is a CPA and spent 12 years at Price Waterhouse prior to joining Janus.
David K. Moskowitz. Mr. Moskowitz is one of our Executive Vice Presidents and our Secretary and General
Counsel. Mr. Moskowitz joined us in March 1990. He was elected to the Board in 1998. Mr. Moskowitz is
responsible for all of our legal affairs and performs certain business functions for us and our subsidiaries.
C. Michael Schroeder. Mr. Schroeder has served on the Board since November 2003 and is a member of our Audit
Committee and Executive Compensation Committee. In 1981, Mr. Schroeder founded Consumer Satellite Systems,
Inc. (CSS), which he grew to encompass a 10 state distribution system operating in a region ranging from Wisconsin
to Florida. CSS served retailers selling satellite systems, televisions and a range of consumer electronics products.
Mr. Schroeder also founded a programming division that grew to serve over 400,000 subscribers.
Executive Officers
Information regarding EchoStar’s executive officers is contained in Part I of the the Form 10-K that was filed by
EchoStar on March 16, 2005 under the caption “Item 1. Business—Executive Officers of the Registrant.”
Audit Committee
Our Board has a separately-designated standing Audit Committee established in accordance with Section
3(a)(58)(A) of the Securities Exchange Act of 1934, as amended. The current members of the Audit Committee are
Mr. Friedlob, Mr. Goodbarn and Mr. Schroeder. Each of these individuals meets the independence requirements of
NASDAQ and applicable SEC rules and regulations. The Audit Committee and the Board have determined that
each member of our Audit Committee is financially literate and that Mr. Goodbarn qualifies as an “audit committee
financial expert” as defined by applicable SEC rules. The Audit Committee Charter is published in the governance
section of our website at http://www.echostar.com/.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934 (the “Exchange Act”) requires our directors, officers and
holders of more than 10% of our common stock to file reports with the SEC regarding their ownership and changes
in ownership of our equity securities. We believe that during the 2004 fiscal year, our directors, officers and 10%
shareholders complied with all Section 16(a) filing requirements, with the exception of the following inadvertent
late reports attributed to the implementation of the expedited and electronic filings requirements of the Sarbanes-
Oxley Act of 2002: Mr. DeFranco filed two late Form 4 filings; Mr. and Mrs. Ergen filed two late Form 4 filings;
Mr. Friedlob filed one late Form 4 filing; Mr. Goodbarn filed one late Form 4 filing; Mr. Moskowitz filed two late
Form 4 filings; Mr. Paul Orban, our vice president and corporate controller, filed two late Form 4 filings; Mr. John
Scarborough, a former executive officer, filed one late Form 4 filing; and Mr. Schroeder filed one late Form 4 filing.
Each late Form 4 reported above related to a single late transaction or a single series of related transactions. In
making these statements, we have relied upon examination of copies of Forms 3, 4 and 5 provided to us and the
written representations of our directors and officers.
Code of Ethics
We have adopted a written code of ethics that applies to all of our directors, officers and employees, including our
principal executive officer and senior financial officers, in accordance with Section 406 of the Sarbanes-Oxley Act
of 2002 and the rules of the Securities and Exchange Commission promulgated thereunder. Our code of ethics is
available on our corporate website at www.echostar.com. In the event that we make changes in, or provide waivers
of, the provisions of this code of ethics that the SEC requires us to disclose, we intend to disclose these events on
our website.