Yahoo 2007 Annual Report Download - page 124

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CODE OF CONDUCT
Our board of directors has adopted two codes of conduct, which are posted on the Company’s website at
www.yahoo.com. These codes may be found as follows: From our main webpage, first click on “Company Info” at
the bottom of the page and then on “Corporate Governance.” Next, click on, as applicable, “Code of Ethics” or
“Guide to Business Conduct and Ethics.”
Code of Ethics. The Company’s Code of Ethics applies to our Chief Executive Officer, Chief Financial
Officer, Principal Accounting Officer and Controller and sets forth specific policies to guide the designated officers
in their duties. We intend to satisfy the disclosure requirement under Item 5.05 of Form 8-K regarding any
amendment to, or waiver from, a provision of this Code of Ethics by posting such information on our website, at the
address and location specified above.
Guide to Business Conduct and Ethics. The Company’s Guide to Business Conduct and Ethics applies to
the Company’s employees and directors. The Guide to Business Conduct and Ethics sets forth the fundamental
principles and key policies and procedures that govern the conduct of our business.
AUDIT COMMITTEE
The Company has a separately-designated Audit Committee established in accordance with Sec-
tion 3(a)(58)(A) of the Exchange Act. The Audit Committee is comprised of three of the Company’s Independent
Directors: Mrs. Wilderotter (Chair) and Messrs. Joshi and Wilson. Mr. Kern served as a member of the Audit
Committee until January 1, 2008 when Mrs. Wilderotter was elected to the Audit Committee. Mr. Kozel served as
Chair of the Audit Committee until March 3, 2008, when he resigned from the Audit Committee and Mrs. Wil-
derotter was appointed Chair of the Audit Committee. The Audit Committee is responsible for the appointment,
retention and termination of the Company’s independent registered public accounting firm and monitors the
effectiveness of the audit effort, the Company’s financial and accounting organization and its system of internal
controls and disclosure controls. Each member of the Audit Committee is independent within the meaning of the
rules of the SEC and Nasdaq. The Board has determined that Mr. Wilson qualifies as an audit committee financial
expert within the meaning of SEC rules.
RECENT BYLAW AMENDMENT
On March 3, 2008, the Board approved an amendment to Section 2.5 (Advance Notice of Stockholder
Nominees) of the Company’s amended and restated bylaws to extend the date by which stockholders may submit
nominations of persons for election to the Board of Directors of the Company at the Company’s 2008 annual
meeting of stockholders to the close of business on the 10th day following the earlier of (a) the day on which notice
of the date of the 2008 annual meeting is mailed or (b) the day public announcement of the date of the 2008 annual
meeting is first made.
Item 11. Executive Compensation
DIRECTOR COMPENSATION
The Company does not currently pay cash fees to its directors for performance of their duties as directors of the
Company, other than the Chairman and committee chair fees described below. The Company does reimburse its
directors for their out-of-pocket expenses incurred in connection with attendance at board, committee and
stockholder meetings, and other business of the Company. The Company’s 1996 Directors’ Stock Plan, as
amended and restated, (the “Directors’ Plan”) provides that each newly appointed or elected non-employee director
of the Company will be granted a nonqualified stock option to purchase 30,000 shares of common stock and an
award of 10,000 restricted stock units on the date he or she first becomes a director. Thereafter, on the date of each
annual meeting of stockholders at which such non-employee director is elected, he or she will be granted an
additional option to purchase 15,000 shares of common stock and an additional award of 5,000 restricted stock units
if, on that date, he or she has served on the board of directors for at least six of the preceding 12 months. If the
director has served on the board of directors for less than six of the preceding 12 months, he or she will receive a pro
rata portion of such option and restricted stock units based on number of days served during such six month period.
The options and restricted stock units granted to non-employee directors are scheduled to vest in equal quarterly
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