Yahoo 2007 Annual Report Download - page 147

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was not an Independent Director during the period of his service on our board of directors because he also served as
our Chief Executive Officer until his resignation as Chief Executive Officer on June 18, 2007.
The Independent Directors are:
Roy J. Bostock
Ronald W. Burkle
Eric Hippeau
Vyomesh Joshi
Arthur H. Kern
Robert A. Kotick
Edward R. Kozel
Mary Agnes Wilderotter
Gary L. Wilson
In making its subjective determination that each non-employee director is independent, the Board considered
the transactions described below in the context of the Nasdaq objective standards, the special standards established
by Nasdaq and the SEC for members of the Audit Committee and the SEC and the Internal Revenue Service
standards for Compensation Committee members. In each case, the Board affirmatively determined that, because
of the nature of the director’s relationship with the entity and/or the amount involved, the relationship did not, or
would not, interfere with the director’s exercise of independent judgment in carrying out his or her responsibilities
as a director.
The Board’s independence determinations included reviewing the following transactions:
• Transactions in the ordinary course of business between the Company and an entity of which the Company’s
director is an executive officer, employee or substantial owner, or an immediate family member of an
executive officer of such entity. The Board reviewed certain relationships and/or transactions in the ordinary
course of business with the following companies and their applicable subsidiaries: Activision, Inc. (for
which Mr. Kotick serves as Chairman and Chief Executive Officer), Citizens Communications Company
(for which Mrs. Wilderotter serves as Chairman, Chief Executive Officer and President), and Hewlett-
Packard Company (for which Mr. Joshi serves as an Executive Vice President).
• Other transactions between the Company and an entity of which the Company’s director is an executive
officer, employee or substantial owner, or an immediate family member of an executive officer of such
entity. The Board reviewed the Company’s relationship with and the Company’s investment in a venture
capital fund managed by SOFTBANK Capital (for which Mr. Hippeau serves as a Managing Partner).
Pursuant to a 1999 partnership agreement, the Company invested on the same terms and on the same basis as
all other limited partners.
• Transactions in the ordinary course of business between the Company and an entity in which the Company’s
director serves or served as a non-employee director in 2007. Although these types of transactions would
generally not be deemed to compromise a director’s independence, information regarding these transactions
is provided to the board of directors for consideration. The Board reviewed certain relationships/trans-
actions in the ordinary course of business involving aggregate payments greater or equal to $10,000 with the
following companies and their applicable subsidiaries, for which the following directors served as a non-
employee director or trustee during all or part of 2007: BeliefNet, Inc. (Mr. Hippeau); Current Media, LLC
(Mr. Burkle); Environmental Defense (Mr. Kern); KB Home Corporation (Mr. Burkle); Morgan Stanley
(Mr. Bostock); Network Appliance, Inc. (Mr. Kozel); Northwest Airlines Corporation (Messrs. Bostock and
Wilson); PureVideo Networks (Mr. Hippeau); Reuters Group PLC (Mr. Kozel), Starwood Hotels and Resorts
Worldwide, Inc. (Mr. Hippeau); The McClatchy Company (Mrs. Wilderotter); ThumbPlay, Inc. (Mr. Hip-
peau); Tribune Company (Mrs. Wilderotter) and Xerox Corporation (Mrs. Wilderotter).
• Discretionary charitable contributions to organizations for which a Company’s director or a director’s
spouse serves as an executive officer, trustee or director or is otherwise affiliated. The Board reviewed
certain discretionary charitable contributions by the Company to the following organizations affiliated with
the Company’s non-employee directors: Committee for Economic Development (Mr. Bostock) and the
Partnership for a Drug Free America (Mr. Bostock).
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