Corporate Governance Highlights
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Corporate Governance Highlights

Corporate Governance Highlights


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 Stock Market.

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 charters.

  • 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 such waivers.

  • All equity compensation plans, such as stock option plans, are approved by shareholders.

  • 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.