NVIDIA 2013 Annual Report Download - page 36

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Information About the Board of Directors and Corporate Governance
Independence of the Members of the Board of Directors
Consistent with the requirements of NASDAQ, our Corporate Governance Policies require our Board to affirmatively
determine that a majority of our directors do not have a relationship that would interfere with their exercise of independent
judgment in carrying out their responsibilities and meet any other qualification requirements required by the SEC and
NASDAQ. After considering all relevant relationships and transactions, the Board determined all members of the Board
are “independent” as defined by NASDAQ’s rules and regulations, except for Jen-Hsun Huang, our president and chief
executive officer. Thus, as of the date of the mailing of this proxy statement, 90% of the members of our Board are independent.
The Board also determined that all members of our Audit, Compensation and Nominating and Corporate Governance
Committees are independent under applicable NASDAQ listing standards. In addition, all members of the Audit Committee
are “audit committee financial experts” under SEC rules.
Board Leadership Structure
Our Bylaws and Corporate Governance Policies permit the roles of chairman of the board and chief executive officer
to be filled by the same or different individuals. This allows the Board flexibility to determine whether the two roles should
be combined or separated based upon our needs and the Board’s assessment of its leadership from time to time. The Board
believes that our stockholders are best served at this time by not having a chairman of the board and by having a lead
independent director, or Lead Director.
In the absence of a chairman of the board, our Corporate Governance Policies provide that our chief executive officer
has primary responsibility for preparing the agendas for Board meetings. Our chief executive officer also presides over the
portion of the meetings of the Board where he is present.
Given that we do not have a chairman of the board, the Board believes that a Lead Director is an integral part of our
Board structure and a critical aspect of effective corporate governance. The independent directors consider the role and
designation of the Lead Director on an annual basis. Mr. Miller has been our Lead Director since May 2009. Mr. Miller
brings considerable skills and experience, as described above, to the role. In addition, Mr. Miller is Chair of our NCGC,
which affords him increased engagement with Board governance and composition. Our Lead Director has significant
responsibilities, which are set forth in our Corporate Governance Policies, and include, in part:
• Determining an appropriate schedule of Board meetings, seeking to ensure that the independent members of the
Board can perform their duties responsibly while not interfering with the flow of our operations;
• Working independently or with our chief executive officer, seeking input from all directors, as well as the chief
executive officer and other relevant management, as to the preparation of the agendas for Board and committee
meetings;
• Advising the Board on a regular basis as to the quality, quantity and timeliness of the flow of information requested
by the Board from our management with the goal of providing what is necessary for the independent members of
the Board to effectively and responsibly perform their duties, and, although our management is responsible for the
preparation of materials for the Board, the Lead Director may specifically request the inclusion of certain material;
and
• Coordinating, developing the agenda for, and moderating executive sessions of the independent members of the
Board, and acting as principal liaison between the independent members of the Board and the chief executive
officer on sensitive issues.