NVIDIA 2013 Annual Report Download - page 38

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Director Orientation and Continuing Education
The NCGC and our General Counsel are responsible for director orientation programs and for director continuing
education programs to assist directors in maintaining skills and knowledge necessary or appropriate for the performance of
their responsibilities. Orientation programs are designed to familiarize new directors with our businesses, strategies, and
policies and to assist new directors in developing the skills and knowledge required for their service on the Board. Continuing
education programs for directors may include a combination of internally developed materials and presentations, programs
presented by third parties, and financial and administrative support for attendance at qualifying academic or other independent
programs.
Director Stock Ownership Guidelines
The Board believes that directors should hold a significant equity interest in NVIDIA. Our Corporate Governance
Policies require each director to hold at least 25,000 shares of our common stock during the period in which they serve as
a director, unless our NCGC waives the requirement. The 25,000 shares may include vested but unexercised stock options.
Directors have 18 months from the date that they become directors to reach the ownership threshold. Each of our directors
currently meets or exceeds the stock ownership requirement, and each of our current directors holds shares of our common
stock, with the exception of Ms. Hudson, who joined our Board in July 2013. The stock ownership guidelines are intended
to further align director interests with stockholder interests.
Hedging and Pledging Policy
Our directors and executive officers may not hedge their ownership of NVIDIA stock, including trading in options,
puts, calls, or other derivative instruments related to NVIDIA stock or debt. Directors and executive officers may not purchase
NVIDIA stock on margin, borrow against NVIDIA stock held in a margin account, or pledge NVIDIA stock as collateral
for a loan.
Outside Advisors
The Board and each of its principal committees may retain outside advisors and consultants of their choosing at our
expense. The Board need not obtain management’s consent to retain outside advisors. In addition, the principal committees
need not obtain either the Board’s or management’s consent to retain outside advisors.
Code of Conduct
We have a Worldwide Code of Conduct that applies to our executive officers, directors and employees, including our
principal executive officer, principal financial officer and principal accounting officer. We also have a Financial Team Code
of Conduct that applies to our executive officers, directors and members of our finance, accounting and treasury departments.
Both the Worldwide Code of Conduct and the Financial Team Code of Conduct are available under Corporate Governance
in the Investor Relations section of our website at www.nvidia.com. If we make any amendments to the Worldwide Code
of Conduct or the Financial Team Code of Conduct or grant any waiver from a provision of either code to any executive
officer or director, we will promptly disclose the nature of the amendment or waiver on our website.
We expect our directors, executives and employees to conduct themselves with the highest degree of integrity, ethics
and honesty. Our credibility and reputation depend upon the good judgment, ethical standards and personal integrity of each
director, executive and employee. In order to better protect us and our stockholders, we regularly review our Code of Conduct
and related policies to ensure that they provide clear guidance to our directors, executives and employees.