Administration and Legal Officer, Marvell Semiconductor, Inc., 5488 Marvell Lane, Santa Clara, California 95054. You must include your name and address in the written communication and state
whether you are a shareholder. The Chief Legal Officer (or other officer acting in such capacity) will compile all such communications and forward appropriate communications to the relevant director or directors or committee of our Board based on
the subject matter, or to the director or directors to whom such communication is addressed.
Director Independence
Our Board has determined that, among the nonemployee nominees for director at this Annual General Meeting, each of Mses. Mayer and Morris, and
Messrs. Brown, Buss, Frank, Hill, Khaykin, Strachan and Switz is independent as such term is defined by the rules and regulations of Nasdaq and the SEC. In addition, Dr. Thakur, Mr. Ali, Mr. Feld and Ms. Elliott were
independent during the period they served on the Board. For a director to be considered independent, our Board must affirmatively determine that neither the director nor any member of his or her immediate family has had any direct or indirect
material relationship with us within the previous three years.
Our Board considered certain relationships, transactions and/or
arrangements with each of the directors including those listed below and concluded that none of the above nonemployee directors, or any of their immediate family members, has or has had within the previous three years any relationship with us that
would impair his or her independence.
Mr. Khaykin, a member of our Board and of our ECC and N&G Committees, is a
non-management
director and less than 1% beneficial owner of Avnet, which was a distributor to, and a supplier of, the Company during the most recent fiscal year. Sales to, and purchases from, Avnet were made in the
ordinary course of business and on commercially reasonable terms. The Board determined that Mr. Khaykins relationship with Avnet and the transactions between the Company and Avnet do not conflict with the elements of independence set
forth in the Nasdaq listing standards. In addition, Mr. Khaykin is the Chief Executive Officer, President and Director of Viavi Solutions, Inc, which sold equipment to the Company during the most recent fiscal year. Purchases from Viavi
Solutions were made in the ordinary course of business, on commercially reasonable terms and represented less than 1% of the revenue of the Company and less than 1% of the revenue of Viavi Solutions. The Board determined that Mr. Khaykins
relationship with Viavi Solutions and the transactions between the Company and Viavi Solutions do not conflict with the elements of independence set forth in the Nasdaq listing standards. Therefore, the Board affirmatively determined that
Mr. Khaykin is independent.
Boards Role in Risk Oversight
Our Board has an active role, as a whole and also at the committee level, in overseeing management of our risks. Our Board regularly reviews
information regarding our liquidity, intellectual property, significant litigation matters and operations, as well as the risks associated with each of such items. Our ECC is responsible for reviewing with management the Companys major
compensation-related risk exposures. The audit committee reviews and discusses with management its program to identify, assess, manage and monitor significant business risks of the Company, including financial, operational, privacy, cyber-security,
business continuity, legal and regulatory, and reputational risks. The N&G Committee manages risks associated with the independence of our Board and potential conflicts of interest. While each committee is responsible for evaluating certain
risks and overseeing the management of such risks, the entire Board is regularly informed through committee reports about such risks.
During fiscal 2019, our Board received reports on the most important strategic issues and risks facing the Company. In addition, our Board and
its committees receive regular reports from our head of internal audit, our Chief Administration and Legal Officer, our Chief Compliance Officer and other senior management regarding enterprise risk management, litigation and legal matters,
compliance programs and risks and other applicable risk-related policies, procedures and limits. We believe that our leadership structure supports the risk oversight
20