Corporate Governance

Avid has built its reputation by dealing honestly, ethically and fairly with our employees, suppliers, customers, competitors and shareholders. To preserve and protect our reputation, our Board of Directors proactively guides the conduct of Avid's management and employees by setting stringent corporate governance standards. From these standards, Avid has implemented a comprehensive system of internal controls and policies to guide our business actions and decisions on a daily basis.

This section of our website provides information on our corporate governance structure, including information on our Executive Management Team, Board of Directors, Board committees (including the composition of each committee and a copy of each committee's charter), our Corporate Governance Guidelines and our Code of Conduct.

Avid is committed to ensuring the highest standards of corporate governance. Some examples of this commitment are set forth below.

• Our Board of Directors consists of nine members, eight of whom are independent directors, as defined by NASDAQ (“independent directors”)
• All members of our Board's committees are independent directors
• Our independent directors hold regularly convened meetings without management present
• Our independent directors approve director nominations and executive officer compensation
• Our Audit Committee reviews and approves all related-party transactions
• Our Code of Conduct is distributed annually to every Avid employee
• Any waiver of our Code of Conduct given to our executive officers or directors must be disclosed and approved by our Board of Directors