Board Committees and Charters
The Board has an Audit Committee, a Leadership Development and Compensation Committee and a Corporate Governance and Nominating Committee.
Audit Committee
The Audit Committee is comprised of independent directors and meets on a regular basis. The Audit Committee oversees internal controls and disclosure controls and procedures for financial reporting. In addition, the Audit Committee is responsible for the appointment, compensation and oversight of the work of Sun's external auditors. Currently, all three members of the Audit Committee are "financial experts" (as determined in accordance with Securities and Exchange Commission rules).
Leadership Development and Compensation Committee
The Leadership Development and Compensation Committee (LDCC) is comprised of
independent directors who meet on a regular basis to review executive compensation
plans, policies and programs, equity and certain other benefit plans, and leadership
development policies, plans and practices. The LDCC is also involved in Sun's
management succession planning.
Corporate Governance & Nominating Committee
The Corporate Governance and Nominating Committee (CGNC) is comprised of independent directors and its purpose is to ensure that Sun's Board of Directors is properly constituted to meet its fiduciary obligation to stockholders and Sun and that Sun has and follows appropriate governance standards. The CGNC identifies, reviews and approves nominees for service on Sun's board of directors and reviews and makes recommendations on Sun's corporate governance guidelines.
The membership of each committee is set forth in the following table:
Director Independence
Sun defines an "independent" director in accord with the NASDAQ Global Market's requirements for independent directors (NASDAQ Marketplace Rule 4200). The NASDAQ independence definition includes a series of objective tests, such as that the director is not an employee of the company and has not engaged in various types of business dealings with the company. Because it is not possible to anticipate or explicitly provide for all potential conflicts of interest that may affect independence, the Board is also responsible for making an affirmative determination that no relationships exist which, in the opinion of the Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. In making these determinations, the Board will review information provided by the directors and Sun with regard to each director's business and personal activities as they may relate to Sun and Sun's management.
Scott G. McNealy and Jonathan I. Schwartz are not considered independent because they are currently employees of Sun.
