NVIDIA 2015 Annual Report Download - page 35

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In response to the evaluations conducted in Fiscal 2015, director recruitment was prioritized and resulted in the
appointments of Mr. McCaffery and Ms. Drell in March 2015.
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 non-employee director to hold a number of shares of our common stock with a value equal to six times
the annual cash retainer for Board service during the period in which he or she serves as a director (or six times the base
salary, in the case of our CEO). The shares may include vested deferred stock and shares held in trust and by immediate
family members. Non-employee directors have until the later of (i) the end of fiscal year 2016 or (ii) within five years of
Board appointment, to reach the ownership threshold. The stock ownership guidelines are intended to further align director
interests with stockholder interests.
Each of our non-employee directors currently meets or exceeds the stock ownership requirement, and each of our non-
employee directors holds shares of our common stock, with the exception of Ms. Hudson, who joined our Board in July
2013, and Mr. McCaffery and Ms. Drell, who joined our Board in March 2015.
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 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. The 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 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