NVIDIA 2014 Annual Report Download - page 26

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Table of Contents
Compensation Committee
Nominating and Corporate Governance Committee
18
•
Reviews and approves our overall compensation strategy and policies;
•
Reviews and recommends to the Board the compensation of our Board members;
•
Reviews and approves the compensation and other terms of employment of our CEO and other executive officers;
•
Reviews and approves corporate performance goals and objectives relevant to the compensation of our executive officers and other senior
management;
•
Reviews and approves written performance goals for our CEO relevant to his compensation;
•
Reviews and approves the disclosure contained in CD&A and considers whether to recommend that it be included in the proxy statement and
Form 10-K;
•
Administers our stock option and purchase plans, variable compensation plans and other similar programs;
• Assesses and monitors whether any of our compensation policies and programs has the potential to encourage excessive risk-
taking; and
•
May form and delegate authority to subcommittees as appropriate, including, but not limited to, a subcommittee composed of one of more
members of the Board.
•
Identifies, reviews and evaluates candidates to serve as directors;
•
Recommends candidates for election to our Board;
•
Makes recommendations to the Board regarding committee membership;
•
Assesses the performance of the Board and its committees;
•
Reviews and assesses our corporate governance principles and practices;
•
Approves related party transactions;
•
Establishes procedures for the receipt, retention and treatment of complaints we receive regarding violations of our Code of Conduct; and
•
Monitors the effectiveness of our anonymous tip process and corporate governance guidelines.