Board of Committees

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.