Apple 2005 Annual Report Download - page 105

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Financial Officer of IBM Corporation, and served as a member of IBM’s Board of Directors from January 1995 to August 1995. Mr. York is
also a director of Tyco International Ltd. and Exide Technologies.
Role of the Board; Corporate Governance Matters
It is the paramount duty of the Board of Directors to oversee the Chief Executive Officer and other senior management in the competent and
ethical operation of the Company on a day-to-day basis and to assure that the long-term interests of the shareholders are being served. To
satisfy this duty, the directors take a proactive, focused approach to their position, and set standards to ensure that the Company is committed to
business success through maintenance of the highest standards of responsibility and ethics.
Members of the Board bring to the Company a wide range of experience, knowledge and judgment. These varied skills mean that governance is
far more than a “check the box” approach to standards or procedures. The governance structure in the Company is designed to be a working
structure for principled actions, effective decision-making and appropriate monitoring of both compliance and performance. The key practices
and procedures of the Board are outlined in the Corporate Governance Guidelines available on the Company’s website at
www.apple.com/investor.
Board Committees
The Board has a standing Compensation Committee, a Nominating and Corporate Governance Committee (“ Nominating Committee” ) and an
Audit and Finance Committee (“ Audit Committee ”). All committee members are independent under the listing standards of the NASDAQ
Stock Market.
The Audit Committee is primarily responsible for overseeing the services performed by the Company’s independent auditors and internal audit
department, evaluating the Company’s accounting policies and its system of internal controls and reviewing significant financial transactions.
Members of the Audit Committee are Messrs. Campbell and York and Dr. Levinson.
The Compensation Committee is primarily responsible for reviewing the compensation arrangements for the Company’s executive officers,
including the Chief Executive Officer, and for administering the Company’s equity compensation plans. Members of the Compensation
Committee are Messrs. Campbell, Drexler, and Gore.
The Nominating Committee assists the Board in identifying qualified individuals to become directors, determines the composition of the Board
and its committees, monitors the process to assess Board effectiveness and helps develop and implement the Company’s corporate governance
guidelines. The Nominating Committee also considers nominees proposed by shareholders. Members of the Nominating Committee are
Messrs. Drexler and Gore and Dr. Levinson.
The Audit, Compensation and Nominating Committees operate under written charters adopted by the Board. These charters are available on
Apple’s website at www.apple.com/investor.
Audit Committee Financial Expert
All members of the Company’s Audit Committee, Messrs. Campbell and York and Dr. Levinson, qualify as “audit committee financial
experts” under Item 401 (h) of Regulation S-K and are considered “independent” as the term is used in Item 7(d)(3)(iv) of Schedule 14A under
the Exchange Act.
Code of Ethics
The Company has a code of ethics that applies to all of the Company’s employees, including its principal executive officer, principal financial
officer, principal accounting officer and its Board of Directors. A copy of this code, “Ethics: The Way We Do Business Worldwide” is
available on the Company’s
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