Corporate Governance

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Corporate Governance Introduction

NetApp has long upheld a set of basic values to guide our actions. Among those values is the responsibility to conduct ourselves with the highest standards of ethical behavior when relating to customers, partners, employees, investors, and the communities where we work. We believe our corporate governance policies and practices meet or exceed the standards defined in proposed and recently enacted legislation. The Board of Directors of NetApp delegates authority to the following committees. The function of each committee is generally described below and more specifically set forth in the charters of each committee:

Audit Committee

  • The Audit Committee monitors, and assists the Board in monitoring and overseeing, (a) the selection and independence of our external auditors;(b) our audit, compliance, accounting and financial reporting procedures; (c) the adequacy of our internal financial controls, and (d) the overall integrity of our financial statements. The Audit Committee also oversees the management of risks associated with our financial reporting, accounting and auditing matters.
  • The Audit Committee has established policies that are consistent with the corporate reform laws and regulations for auditor independence.
  • Audit Committee members all meet the applicable tests for independence from management and requirements for financial literacy.
  • The Chairman of the Audit Committee has the requisite financial management expertise.
  • Deloitte & Touche LLP, our independent auditors, reports directly to the Audit Committee.
  • Our internal audit function reports its status and findings directly to the Audit Committee.

Corporate Governance and Nominating Committee

  • The Corporate Governance and Nominating Committee meets all the applicable tests for independence from our management.
  • The Corporate Governance and Nominating Committee is responsible for reviewing the composition and performance of the Board and nominating individuals to present to the Board as candidates for Board membership both in connection with the our annual meeting of stockholders and to fill Board vacancies.
  • The Corporate Governance and Nominating Committee assists the Board of Directors in developing and implementing "best practices" to enhance the quality of the our corporate governance.

Compensation Committee

  • The Compensation Committee meets the applicable tests for independence as defined by the Securities and Exchange Commission ("SEC"), Nasdaq Stock Market ("Nasdaq") and Internal Revenue Service rules.
  • The Compensation Committee has adopted a charter that meets SEC and Nasdaq standards.
  • The Compensation Committee reviews and approves our incentive compensation plans, and also sets compensation for nonemployee director, in accordance with our Compensation Committee charter.

*Effective May 17, 2012, NetApp's Code of Conduct was amended and restated to provide additional guidance in several areas including Following the Law, our Code, and our Policies; Financial Statements, Regulatory Filings, and Business Records; Conflicts of Interest; and NetApp's Compliance Hotline. Additional technical, administrative, and other non-substantive amendments were also made to the other provisions of the Code.

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