Governance Leading With Integrity We believe our NetApp has long upheld a set of basic values to guide our actions. Chief among those is a corporate governance responsibility to conduct ourselves with the highest standards of ethical behavior when relating to customers, partners, employees, investors, and our communities. We believe our corporate policies and practices governance policies and practices meet or exceed the standards defined in proposed and recently enacted legislation. meet or exceed the Our Board of Directors and its committees are responsible for the oversight and governance standards defined in of the company and these values. As such, NetApp reviews the directors to ensure the board proposed and recently is comprised of individuals with the highest professional and personal ethics. Each director has enacted legislation. broad experience at the policy-making level in business, education, and/or technology. The board delegates authority to the following committees: – Audit Committee: Provides board-level oversight for our Enterprise Risk Management (ERM) program; ultimately responsible for ensuring that it adds value to the business strategy-setting process and operations. – Corporate Governance and Nominating Committee: Reviews the composition and performance of the board; nominates individuals to present to the board as candidates for membership, both for annual stockholder meetings and to fill vacancies. – Compensation Committee: Oversees and approves compensation policies, plans, and programs for the CEO, other executive officers, and non-employee board members. 37