NVIDIA 2013 Annual Report Download - page 40

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Board Meeting Information
The Board met thirteen times during fiscal year 2014. In addition, during fiscal year 2014, the Board held a two day
meeting, during which the Board discussed the strategic direction of NVIDIA, explored and discussed new business
opportunities and the product roadmap, and addressed possible challenges facing NVIDIA. We expect each Board member
to attend each meeting of the Board and the committees on which he or she serves. In fiscal year 2014, each Board member
attended 75% or more of the meetings of the Board and of each committee on which he or she served.
Committees of the Board of Directors
The Board has three standing committees: an Audit Committee, a Compensation Committee and a Nominating and
Corporate Governance Committee. Each of these committees operates under a written charter, which may be viewed under
Corporate Governance in the Investor Relations section of our website at www.nvidia.com.
Committee Composition
The composition of our committees is set forth below. Committee assignments are determined based on background
and the expertise which individual directors can bring to a committee. In fiscal year 2014, our Audit Committee held eight
meetings, our Compensation Committee held eight meetings and our NCGC held five meetings. In February 2014, upon
the recommendations of the NCGC, the Board examined the composition and chairmanship of the Board’s committees and
approved certain rotations, effective immediately following the 2014 Annual Meeting as set forth below:
Director
Audit Committee Compensation Committee
Nominating and Corporate
Governance Committee
Before 2014
Annual
Meeting
After 2014
Annual
Meeting
Before 2014
Annual
Meeting
After 2014
Annual
Meeting
Before 2014
Annual
Meeting
After 2014
Annual
Meeting
Jen-Hsun Huang* . . . . . . .
Robert K. Burgess. . . . . . . Member Chair
Tench Coxe. . . . . . . . . . . . Member Member
James C. Gaither. . . . . . . . Member Member Member
Dawn Hudson . . . . . . . . . . Member Member
Harvey C. Jones . . . . . . . . Member Member Member Member
William J. Miller. . . . . . . . Member Member Chair Chair
Mark L. Perry . . . . . . . . . . Chair Chair
A. Brooke Seawell . . . . . . Member Member
Mark A. Stevens . . . . . . . . Chair Member Member Member
* Mr. Huang does not serve on any committees.
Committee Functions
Audit Committee
• Oversees our corporate accounting and financial reporting process;
• Oversees our internal audit function;
• Evaluates the performance of and assesses the qualifications of our independent registered public accounting firm;
• Determines and approves the engagement of the independent registered public accounting firm;
• Determines whether to retain or terminate the existing independent registered public accounting firm or to appoint and
engage a new independent registered public accounting firm;