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
The following table shows the number of employees as of the dates indicated:As of November 30,2005 2004 2003Operations ..................................................... 747 443 360Research and development ......................................... 386 313 245Sales, marketing and service ........................................ 140 107 77General and administration ......................................... 132 105 89Total ......................................................... 1,405 968 771Total employees in the United States .................................. 497 234 136Total employees in Asia ........................................... 404 249 217Total employees in the United Kingdom ............................... 502 485 418Item 6E: Share OwnershipExecutive Officer and Director Share and Option OwnershipThe following table sets forth the number of our common shares and the number of options topurchase our common shares owned by our executive officers and directors as of January 31, 2006. Thetable also sets forth the number of our common shares owned by all of our directors and executiveofficers as a group.OptionPercentage ofExerciseNumber of Shares Price ExpirationName Shares Outstanding Options(1) Per Share DateSteve Barber ................ 830,379 2.9% 31,091 £1.447 March 29, 201172,546 £1.447 April 22, 2012100,000 $14.31 January 9, 2015Richard Pearce .............. 195,600 0.7% 38,863 £1.447 March 29, 201151,818 £2.653 July 22, 201255,000 $14.31 January 9, 2015Steve Thompson ............. 294,130 1.0% 44,566 £1.447 March 29, 201150,000 $14.31 January 9, 2015Adam Wray ................ 133,357 0.5% 34,545 £1.447 March 29, 201134,090 £2.653 November 13, 201172,546 £2.653 July 22, 201245,000 $14.31 January 9, 2015Andrew Sukawaty ............ 207,275 0.7% 228,003 $14.47 March 30, 2014Jonathan Brooks ............. 0 0% 20,000 $14.00 June 28, 20145,000 $14.31 January 9, 2015Ernest Sampias .............. 2,500 0% 10,000 $14.00 June 28, 2014Steve Sanghi ................ 0 0% 20,000 $14.00 June 28, 20145,000 $14.31 January 9, 2015Nic Humphries .............. 1,110 0% — — —All our directors and executiveofficers as a group(eight persons) ............. 1,664,351 5.8%(1) All options entitle the option holder to purchase one common share for each option held.67
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Year Ended November 30,2005 2004 20
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