Apple 2007 Annual Report Download - page 100

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he was Vice Chairman of Tracinda Corporation. From May 1993 to September 1995 he was Senior Vice President and Chief Financial Officer of
IBM Corporation ("IBM"), 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.
Role of the Board; Corporate Governance Matters
It is the paramount duty of the Company's Board of Directors (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 high standards of responsibility and ethics.
Members of the Board of Directors bring a wide range of experience, knowledge and judgment to the Company. 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 of Directors are outlined in the Corporate Governance Guidelines available on the Company's website at
www.apple.com/investor.
Board Committees
The Board of Directors 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 Global Select Market. The members of the committees are identified in the table below.
The Audit Committee is primarily responsible for overseeing the services performed by the Company's independent registered public accounting
firm 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 Audit Committee met a total of
14 times during fiscal year 2007.
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 Compensation Committee met a total of five (5) times during fiscal year 2007.
The Nominating Committee assists the Board of Directors in identifying qualified individuals to become directors, determines the composition
of the Board of Directors and its committees, monitors the process to assess the Board of Directors' effectiveness and helps develop and
implement the Company's corporate governance guidelines. The Nominating Committee also considers nominees proposed by shareholders.
96
Director
Audit and
Finance
Committee
Compensation
Committee
Nominating and
Corporate
Governance
Committee
William V. Campbell
X
Chair
Millard S. Drexler
X
X
Albert A. Gore, Jr.
X
X
Steven P. Jobs
Arthur D. Levinson, Ph.D.
X
Chair
Eric E. Schmidt, Ph.D.
Jerome B. York
Chair