Yahoo 2007 Annual Report Download - page 146

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(23)
Includes 10,860,462 shares issuable upon exercise, by certain directors and executive officers, of options exercisable within 60 days of
April 1, 2008, 2,500 shares issuable pursuant to restricted stock units vesting within 60 days of April 1, 2008 on the earlier of the third
anniversary of the date of grant or the date the director’s service terminates, and 75,557 shares issuable pursuant to vested restricted stock
units under the Directors’ Plan on the earlier of the third anniversary of the date of grant or the date the director’s service terminates.
Item 13. Certain Relationships and Related Transactions, and Director Independence
RELATED PARTY TRANSACTION POLICY
Our board of directors has adopted a written Related Party Transaction Policy (the “Policy”). The purpose of
the Policy is to describe the procedures used to identify, review, approve and disclose, if necessary, any transaction
or series of transactions in which (i) the aggregate amount involved will or may be expected to exceed $120,000 in
any calendar year, (ii) the Company is a participant and (iii) a related person has or will have a direct or indirect
material interest. For purposes of the Policy, a related person is each member of the board of directors, each
executive officer, any nominee for director, any security holder known to the Company to own of record or
beneficially 5% or greater of any class of its voting securities or any immediate family member of any of the
foregoing persons.
Once a related party transaction has been identified, the Audit Committee or another independent committee
of the board of directors must review the transaction for approval or ratification. In determining whether to approve
or ratify a related party transaction, the Audit Committee or other independent committee, as applicable, shall
consider all relevant facts and circumstances, including the following factors:
• the nature of the related person’s interest in the transaction;
• the material terms of the transaction, including the amount involved and type of transaction;
• the importance of the transaction to the related person and to the Company;
• whether the transaction would impair the judgment of a director or executive officer to act in the best interest
of the Company and its stockholders; and
• any other matters the Audit Committee or other committee, as applicable, deems appropriate.
No director may participate in any discussion, approval or ratification of a transaction in which he or she is a
related person, except that the director shall provide all material information concerning the transaction to the Audit
Committee or such other designated independent committee.
CERTAIN TRANSACTIONS
The Company has entered into indemnification agreements with each of its directors and executive officers.
These agreements require the Company to indemnify such individuals, to the fullest extent permitted by Delaware
law, for certain liabilities to which they may become subject as a result of their affiliation with the Company.
DIRECTOR INDEPENDENCE
The Company’s Corporate Governance Guidelines (the “Guidelines”) provide that the board of directors shall
be comprised of a majority of directors who, in the business judgment of the Board, qualify as Independent
Directors under applicable SEC rules, the Nasdaq listing standards and the Company’s Guidelines.
Each director’s relationships with the Company (either directly or as a partner, stockholder or officer of an
organization that has a relationship with the Company) that have been identified are reviewed annually, and only
those directors (i) who in the opinion of the Board have no relationship which would interfere with the exercise of
independent judgment in carrying out the responsibilities of a director and (ii) who otherwise meet the requirements
of the Nasdaq listing standards are considered Independent Directors.
The Board has affirmatively determined that all of its current directors, except Jerry Yang who serves as Chief
Executive Officer of the Company, are Independent Directors, each of the members of the Nominating/Governance,
Compensation and Audit Committees is an Independent Director and each member of the Audit Committee meets
the independence standards required for Audit Committee members under the Nasdaq listing standards and
applicable SEC rules. Mr. Semel, who served on our board of directors until his resignation on January 31, 2008,
27