Cray Inc. has long upheld the belief that business should be conducted consistent
with the highest standards of ethical behavior. This belief governs our interaction
with our customers, suppliers, employees and investors.
In accordance with this belief, we have implemented a number of changes to our
corporate governance practices in response to various initiatives such as the
Sarbanes-Oxley Act of 2002 and the corporate governance standards of the Nasdaq
We have in place a number of important governance practices as well as specific
practices that are intended to maintain the integrity of our financial reports.
These practices include the following:
- The Board of Directors, with the exception of the chief executive officer,
is composed entirely of independent directors.
- The Audit, Compensation and Corporate Governance Committees of the Board
are each comprised solely of independent directors. Each Committee has adopted
- The Board has adopted formal corporate governance guidelines.
- The independent directors on the Board of Directors routinely meet in separate
executive session without any member of management present.
- The Audit Committee routinely meets separately with our external auditors
and is solely responsible for approving the retention of the independent auditors
and any non-audit work to be done by the auditors. We do not use our independent
auditors to do consulting other than for audit matters.
- The Board periodically evaluates the overall performance of the Board with
the assistance of the Corporate Governance Committee and reviews the performance
of each director and of Board committees.
- All directors belong to the National Association of Corporate Directors, and may participate in the NACD education and other programs for directors.
- We have a code of ethics, entitled the Code of Business Conduct, applicable
to all directors, officers and employees. The Board has the responsibility
for reviewing and approving any requests for such waivers with regard to our
principal executive, finance and accounting officers and for promptly disclosing
- All equity compensation plans, such as stock option plans, are approved
- We provide a confidential and anonymous way for employees and others to
raise questions about business practices, internal controls, accounting issues,
compliance with laws and policies and other matters.
- We do not make loans to executives and do not issue exotic insurance policies,
amounting to loans that enhance executives' incomes.
These are just a few examples of our commitment to corporate governance and
accountability. We are committed to continuously improve our governance process
to meet and exceed all regulatory requirements.