NVIDIA 2016 Annual Report Download - page 42

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AC CC NCGC
Members Mark L. Perry (Chair)
Michael G. McCaffery
A. Brooke Seawell
Mark A. Stevens
Robert K. Burgess (Chair)
Tench Coxe
Persis S. Drell
Dawn Hudson
Harvey C. Jones
William J. Miller (Chair)
James C. Gaither
Harvey C. Jones
Mark A. Stevens
Meetings in
Fiscal 2016 9 6 3
Functions Oversees our corporate accounting
and financial reporting process;
Oversees our internal audit
function;
Determines and approves the
engagement, retention and/or
termination of the independent
registered public accounting firm,
or any new independent registered
public accounting firm;
Evaluates the performance of and
assesses the qualifications of our
independent registered public
accounting firm;
Reviews and approves the retention
of the independent registered public
accounting firm to perform any
proposed permissible non-audit
services;
Confers with management and our
independent registered public
accounting firm regarding the
results of the annual audit, the
results of our quarterly financial
statements and the effectiveness of
internal control over financial
reporting;
Reviews the financial statements to
be included in our quarterly report
on Form 10-Q and annual report on
Form 10-K;
Reviews earnings press releases, as
well as the substance of financial
information and earnings guidance
provided to analysts on our
quarterly earnings calls;
Prepares the report required to be
included by the SEC rules in our
annual proxy statement or annual
report on Form 10-K; and
Establishes procedures for the
receipt, retention and treatment of
complaints we receive regarding
accounting, internal accounting
controls or auditing matters and the
confidential and anonymous
submission by employees of
concerns regarding questionable
accounting or auditing matters.
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 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; and
Assesses and monitors
whether any of our
compensation policies and
programs has the potential to
encourage excessive risk-
taking.
Identifies, reviews and
evaluates candidates to serve
as directors;
Recommends candidates for
election to our Board;
Makes recommendations to
the Board regarding committee
membership and chairs;
Assesses the performance of
the Board and its committees;
Reviews and assesses our
corporate governance
principles and practices;
Monitors changes in corporate
governance practices and rules
and regulations;
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.