As a publicly owned company, we responsibly manage our business to serve the needs and interests of our shareholders, employees and other stakeholders.

Governance principles
Motorola's board of directors is elected by and responsible to shareholders. The company's business is conducted to enhance the long-term value of the corporation for shareholders by our employees, managers and officers, under the direction of the chief executive officers and with the oversight of the board. The board monitors the performance of the co-CEOs and senior management to ensure shareholders' long-term interests are served.

Board committees and responsibilities
Motorola's board has three required committees:

• Audit and legal
• Compensation and leadership
• Governance and nominating

All committee members are independent directors under the criteria established by the New York Stock Exchange and other applicable rules.

The board also has established two other committees:

• Executive
• Finance

Each required committee has a charter outlining the purpose and responsibilities of the committee, the obligation to report to the board and, if relevant, specific membership requirements. The board annually reviews the charters of each committee. Each required committee meets at least four times per year. The executive committee meets only when delegated a task by the board, and the finance committee meets as necessary.

Read more on Motorola’s board committees.

Shareholder rights and communication
Motorola recognizes the importance of listening to its shareholders and gaining their support for key decisions.

In response to shareholder input, Motorola terminated the company's shareholder-rights plan in 2006. Commonly referred to as a "poison pill," such plans include measures to protect a company from unsolicited takeover bids. In its place, the board of directors established a policy that requires any new shareholder-rights plan to be subject to shareholder approval within 12 months of its adoption.

In response to shareholder input, the board also adopted the majority voting standard and a policy to recoup unearned incentive pay. These changes reflect the Motorola board's commitment to corporate governance best practices.

Communication channels available to shareholders, such as email, phone messages and the annual shareholder meeting, enable shareholders to provide meaningful information about their concerns to the board and enable Motorola to respond to shareholders.

For information on Motorola’s senior management team, visit www.motorola.com/mediacenter/bios.