NVIDIA 2015 Annual Report Download - page 34

17
Role of the Board in Risk Oversight
The Board is responsible for overseeing risk management at NVIDIA. The Board exercises direct oversight of strategic
risks to NVIDIA and other risk areas not delegated to one of its committees. Our AC has the responsibility to consider and
discuss our major financial risk exposures and the steps our management has taken to monitor and control these exposures.
The AC also monitors compliance with certain legal and regulatory requirements and oversees the performance of our
internal audit function. Our NCGC monitors the effectiveness of our anonymous tip process and corporate governance
guidelines, including whether they are successful in preventing illegal or improper liability-creating conduct. Our CC
assesses and monitors whether any of our compensation policies and programs has the potential to encourage excessive
risk-taking.
Management periodically reports to the Board or relevant committee, which provides guidance on risk assessment and
mitigation. Each committee charged with risk oversight reports up to the Board on those matters.
Corporate Governance Policies of the Board of Directors
The Board has documented our governance practices by adopting Corporate Governance Policies to ensure that the
Board will have the necessary authority and practices in place to review and evaluate our business operations as needed
and to make decisions that are independent of our management. The Corporate Governance Policies set forth the practices
the Board follows with respect to board composition and selection, regular evaluations of the Board and its committees,
board meetings and involvement of senior management, chief executive officer performance evaluation, and board
committees and compensation. Our Corporate Governance Policies may be viewed under Corporate Governance in the
Investor Relations section of our website at www.nvidia.com.
Executive Sessions of the Board
As required under NASDAQ’s listing standards, our independent directors have in the past met, and will continue to
meet, regularly in scheduled executive sessions at which only independent directors are present. In Fiscal 2015, our
independent directors met in executive session at three of the four regularly scheduled Board meetings.
In addition, independent directors have in the past met, and will continue to meet, regularly in scheduled executive
sessions with our CEO. In Fiscal 2015, our independent directors met in executive session with our CEO at three of the
four regularly scheduled Board meetings.
Director Attendance at Annual Meeting
We do not have a formal policy regarding attendance by members of the Board at our annual meetings. We generally
schedule a Board meeting in conjunction with our annual meeting and expect that all of our directors will attend each annual
meeting, absent a valid reason. Nine of our ten Board members as of the 2014 Annual Meeting attended our 2014 Annual
Meeting.
Board Self-Assessments
The NCGC oversees an annual evaluation process, whereby outside corporate counsel for NVIDIA interviews each
director to obtain his or her evaluation of the Board as a whole, and of the committees on which he or she serves. The
interviews solicit ideas from the directors about, among other things, improving quality of Board and/or committee
discussions on key matters, and identifying specific issues which should be discussed in the future. After these evaluations
are complete, our outside corporate counsel summarizes the results, provides a preview for our lead director and then submits
the summary for discussion by the NCGC. If necessary, action plans are developed by the NCGC and recommended for
discussion by the full Board.