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Download Annual Report, 2.44 MB - Xyratex

Download Annual Report, 2.44 MB - Xyratex

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Audit CommitteeOur Audit Committee consists of Ernest Sampias, Jonathan Brooks and Steve Sanghi, each ofwhom satisfy the ‘‘independence’’ requirements of the Nasdaq Corporate Governance Rules. The AuditCommittee met 6 times during the fiscal year ended November 30, 2005. The Audit Committee isrequired to meet at least once during each fiscal quarter. The Audit Committee’s responsibilitiesinclude:• selecting the independent auditors and pre-approving all auditing and non-auditing servicespermitted to be performed by the independent auditors;• reviewing and approving all proposed related-party transactions;• discussing the annual audited financial statements with management and the independentauditors;• reviewing the effectiveness of internal control over financial reporting;• annually reviewing and reassessing the adequacy of our audit committee charter;• meeting separately and periodically with management and the independent auditors;• such other matters that are specifically delegated to our audit committee by our board ofdirectors from time to time; and• reporting regularly to the full board of directors.In addition, the Audit Committee has approved detailed procedures regarding ‘‘up the ladder’’reporting of violations of U.S. securities laws and procedures in an effort to ensure compliance with theprovisions of the Sarbanes-Oxley Act of 2002 regarding auditor objectivity and independence.Nominations and Governance CommitteeOur Nominations and Governance Committee’s functions include identifying and selectingqualified candidates for Board membership and ensuring compliance with applicable corporategovernance requirements. The Nominations and Governance Committee is comprised of AndrewSukawaty, Ernest Sampias and Steve Sanghi, each of whom satisfy the ‘‘independence’’ requirements ofthe Nasdaq Corporate Governance Rules. The Nomination and Governance Committee met onceduring the fiscal year ended November 30, 2005 in connection with the reappointment ofMr. Humphries and Mr. Sanghi as directors of the company.Item 6D: EmployeesAs of November 30, 2005, we employed 1,405 permanent employees worldwide and an additional289 temporary employees. We consider our highly qualified and motivated employees to be a key factorin our business success. Our future success will depend on our continued ability to attract, retain andmotivate highly qualified engineering personnel, for whom competition is intense. Our employees arenot represented by any collective bargaining organization and we have never experienced a workstoppage. We believe that our relations with our employees are good.66

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