Director Independence
Our Board has determined that, among the nonemployee nominees for director at this Annual General Meeting, each of Ms. Mayer, and Messrs.
Brown, Buss, Frank, Hill, Strachan and Switz is independent as such term is defined by the rules and regulations of Nasdaq and the SEC. Our Board has also determined that, among the nonemployee directors who are not standing for
reelection at this Annual General Meeting, both Ms. Morris and Mr. Khaykin, are independent. In addition, former director Syed Ali was independent during the period he 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 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.
Ms. Morris, a member of our Board and of our ECC and N&G Committees, was the Executive Vice President, Employee Experience at Adobe
Inc., during the fiscal year. Adobe, Inc. provided services in connection with the migration of the Companys extranet during the most recent fiscal year. Purchases from Adobe, Inc. 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 Adobe, Inc. The Board determined that Ms. Morriss relationship with Adobe, Inc. and the transactions between the Company and
Adobe, Inc. do not conflict with the elements of independence set forth in the Nasdaq listing standards. Therefore, the Board affirmatively determined that Ms. Morris 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, compliance and reputational risks. The N&G Committee manages
risks associated with the independence of our Board, potential conflicts of interest and corporate social responsibility. 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 2020, 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 our risk oversight function. As
indicated above, certain important categories of risk are assigned to committees that review, evaluate and receive management reports on risk.
22