eBay 2004 Annual Report Download - page 74

appointment, she held various positions with the Charles Schwab Corporation including: Vice Chairman of
Technology, Operations, Business Strategy, and Administration from May 2003 to August 2003; Vice
Chairman of Technology, Operations, and Administration from March 2002 to May 2003; Vice Chairman of
Technology and Administration from November 2001 to March 2002; and Vice Chairman and Chief
Information OÇcer from July 1999 to November 2001. She also serves on the board of directors of Catalyst, a
research and advisory organization working to expand opportunities for women in business, and as a trustee of
Smith College. Ms. Lepore holds a B.A. degree from Smith College.
Richard T. Schlosberg, III has served as a director of eBay since March 2004. From May 1999 to January
2004, Mr. Schlosberg served as President and Chief Executive OÇcer of the David & Lucile Packard
Foundation, a private family foundation. Prior to joining the foundation, Mr. Schlosberg was Executive Vice
President of The Times Mirror Company and publisher and Chief Executive OÇcer of the Los Angeles
Times. Prior to that, he served in the same role at the Denver Post. Mr. Schlosberg serves on the board of
directors of Edison International, and is also a national board member of the Smithsonian Institution and the
National Air and Space museum, a member of the USO World Board of Govenors, and a trustee of Pomona
College. Mr. Schlosberg is a graduate of the United States Air Force Academy, and holds an M.B.A. degree
from the Harvard Business School.
Thomas J. Tierney has served as a director of eBay since March 2003. Mr. Tierney is the founder of The
Bridgespan Group, a non-proÑt consulting Ñrm serving the non-proÑt sector, and has been its Chairman of the
Board since late 1999. Prior to founding Bridgespan, Mr. Tierney served as Chief Executive OÇcer of Bain &
Company, a consulting Ñrm, from June 1992 to January 2000. Mr. Tierney holds a B.A. degree in Economics
from the University of California at Davis and an M.B.A. degree with distinction from the Harvard Business
School. Mr. Tierney is the co-author of a book about organization and strategy called Aligning the Stars.
Audit Committee and Audit Committee Financial Expert
Our Board has a separately-designated standing Audit Committee established in accordance with
Section 3(a)(58)(A) of the Exchange Act. The members of the Audit Committee are Fred D. Anderson,
Dawn G. Lepore, and Richard T. Schlosberg, III. Our Board has determined that Fred D. Anderson,
Chairman of the Audit Committee, is an audit committee Ñnancial expert as deÑned by Item 401(h) of
Regulation S-K of the Exchange Act and that each member of the Audit Committee is independent within
the meaning of Rule 4200(a)(15) of the National Association of Securities Dealers' listing standards.
Code of Ethics, Governance Guidelines and Committee Charters
We have adopted a Code of Business Conduct and Ethics that applies to all eBay employees. We have
also adopted a Code of Ethics for Senior Financial OÇcers that applies to our senior Ñnancial oÇcers,
including our principal executive oÇcer, principal Ñnancial oÇcer and principal accounting oÇcer. The Code
of Ethics for Senior Financial OÇcers is posted on our website at http://investor.ebay.com/governance/
ethics.cfm. We will post any amendments to or waivers from the Code of Ethics for Senior Financial OÇcers
at that location.
We have also adopted Governance Guidelines for the Board of Directors and a written committee charter
for each of our Audit Committee, Compensation Committee, and Corporate Governance and Nominating
Committee. Each of these documents is available on our website at http://investor.ebay.com/governance/
home.cfm.
Section 16(a) BeneÑcial Ownership Reporting Compliance
Section 16(a) of the Exchange Act requires our directors, executive oÇcers, and holders of more than
10% of our common stock to Ñle reports regarding their ownership and changes in ownership of our securities
with the SEC, and to furnish us with copies of all Section 16(a) reports that they Ñle.
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