UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the
Commission Only (as permitted
by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to
SS.240.14a-12
Berkeley Technology Limited
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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1) Title of each class of securities to which transaction applies:
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2) Aggregate number of securities to which transaction applies:
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3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was determined):
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4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
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2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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BERKELEY TECHNOLOGY LIMITED
One Castle Street
St. Helier, Jersey JE2 3RT
Channel Islands
June 14, 2010
Dear Holders of Ordinary Shares in Berkeley Technology Limited:
You are cordially invited to attend the twenty-sixth Annual General Meeting
of Shareholders of Berkeley Technology Limited to be held at the Jersey Museum,
Ouless Room, The Weighbridge, St. Helier, Jersey, Channel Islands on Friday,
July 30, 2010, at 9:00 a.m. local time.
Details of the business to be conducted at the meeting are given in the
attached Notice of Annual General Meeting of Shareholders and Proxy Statement.
Whether or not you plan to attend the meeting, it is important that your
interests be represented and voted at the meeting. Accordingly, please sign,
date and return the enclosed proxy card to Robert A. Cornman, c/o Berkeley
Technology Limited, P.O. Box 715, Jersey JE1 1AF, Channel Islands, United
Kingdom. They must be received by Mr. Cornman on or before 9:00 a.m. on July 28,
2010. You may revoke or amend your proxy for any reason provided that such
change is received Mr. Cornman on or before 9:00 a.m. on July 28, 2010.
Thank you for your interest in Berkeley Technology Limited.
Sincerely,
/s/ Robert A. Cornman
Robert A. Cornman
Secretary
BERKELEY TECHNOLOGY LIMITED
One Castle Street
St. Helier, Jersey JE2 3RT
Channel Islands
NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS
To the holders of Ordinary Shares of Berkeley Technology Limited:
NOTICE IS HEREBY GIVEN that the Annual General Meeting of Shareholders of
Berkeley Technology Limited (the "Company") will be held at the Jersey Museum,
Ouless Room, The Weighbridge, St. Helier, Jersey, Channel Islands on Friday,
July 30, 2010, at 9:00 a.m. local time, for the following purposes:
Ordinary Business
1. To receive the report of the directors and the financial statements
included in the Company's Annual Report to Shareholders for the year ended
December 31, 2009, together with the report of BDO LLP, the Company's
independent auditors.
2. To re-elect a director, The Viscount Hugh Trenchard, who is retiring by
rotation.
3. To re-appoint BDO LLP as the Company's independent auditors for purposes of
the Company's primary listing on the London Stock Exchange and BDO Seidman,
LLP as the Company's independent registered public accounting firm for
purposes of the Company's reporting in the U.S., and to authorize the
directors to fix their remuneration.
4. To hold, subject to the provision of the Companies (Jersey) Law 1991, up to
25% of its ordinary shares as treasury shares.
Special Business
To consider and, if thought fit, pass the following resolution which shall be
proposed as a special resolution:
5. That, subject to the provision of the Companies (Jersey) Law 1991, to make
purchases until 30 December 2011 of the Company's own shares on the London
Stock Exchange. Purchases will not be made of more than 9,600,000 shares,
less than 15% of the total issued Ordinary Shares. Such purchases may only
be made at a price not more than 10% above, nor 10% below, the average of
the middle market quotations for an Ordinary Share derived from the London
Stock Exchange Daily Official List for the five business days before any
such purchase is made.
Other Business
To act on any other matters that may properly come before the meeting.
The Board of Directors knows of no other matters which may be presented for
shareholder action at the meeting. To date, no shareholder proposals have
been received by the Company. However, if other matters do properly come
before the meeting, it is intended that the persons named in the proxies
will vote upon such matters in accordance with their best judgment.
Holders of our Ordinary Shares are entitled to twenty-one (21) clear days
notice of, and to vote at, the Annual General Meeting and any adjournment
thereof. Only holders of record at the close of business on May 26, 2010 are
entitled to notice of, to attend and to have their vote counted at the Annual
General Meeting and any adjournment thereof. All holders of Ordinary Shares
entitled to attend and vote are entitled to appoint a proxy, and that proxy need
not also be a holder. Accordingly, please sign, date and return the enclosed
proxy card to Robert A. Cornman, c/o Berkeley Technology Limited, P.O. Box 715,
Jersey JE1 1AF, Channel Islands, United Kingdom.
IN ORDER FOR YOUR PROXY INSTRUCTIONS TO BE VALID, THEY MUST BE RECEIVED BY MR.
CORNMAN ON OR BEFORE 9:00 A.M. ON JULY 28, 2010. A copy of our Annual Report to
Shareholders for the year ended December 31, 2009, which contains audited
consolidated
financial statements and other information, accompanies this Notice
and the enclosed Proxy Statement. All holders of Ordinary Shares are cordially
invited to attend the meeting.
By Order of the Board of Directors
/s/ Robert A. Cornman
Robert A. Cornman
Secretary
June 14, 2010
BERKELEY TECHNOLOGY LIMITED
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PROXY STATEMENT
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ABOUT THE ANNUAL GENERAL MEETING
General
This Proxy Statement and the accompanying proxy card are being mailed to
Ordinary Shareholders of Berkeley Technology Limited (the "Company" and,
together with its subsidiaries, the "Group") on or about June 14, 2010, in
connection with the solicitation of proxies by our Board of Directors for use at
the Annual General Meeting of Shareholders to be held on July 30, 2010 (the
"Meeting"), or at any adjournments thereof. The Meeting will be held at 9:00
a.m. local time, at the Jersey Museum, Ouless Room, The Weighbridge, St. Helier,
Jersey, Channel Islands.
Proxies
The proxy card accompanying this Proxy Statement, which instructs Mr.
Arthur I. Trueger (the "Proxy"), is solicited by our Board of Directors. Shares
represented by properly executed proxies received by the Proxy in time for the
Meeting will be voted in accordance with the choices specified in the proxies.
Any Ordinary Shareholder giving a proxy has the power to revoke it prior to its
exercise by giving notice of revocation to the Proxy in writing, or by executing
and delivering to the Proxy a later dated proxy. However, such action must be
taken in sufficient time to permit the necessary examination and tabulation of
the subsequent proxy or revocation before the vote is taken. Proxy instructions,
amendments or revocations must therefore be received by the Proxy on or before
9:00 a.m. on July 28, 2010.
Solicitation
The cost of preparing, assembling, printing and mailing this Proxy
Statement, the accompanying proxy card and any other related materials used in
the solicitation of proxies will be borne by us. In addition to soliciting by
mail, our directors, officers and employees, without receiving any additional
compensation, may solicit proxies personally, by telephone or facsimile. Except
as described above, we do not presently intend to solicit proxies other than by
mail.
Also enclosed herewith is a copy of our Annual Report to Shareholders for
the year ended December 31, 2009.
Voting and Quorum at the Annual General Meeting
Holders of Ordinary Shares should complete and return the enclosed proxy
card in accordance with the terms provided thereon not later than the close of
business on 9:00 a.m. on July 28, 2010. The close of business on May 26, 2010
has been fixed as the record date for the determination of the holders entitled
to give instructions of voting rights at the Meeting and any adjournment thereof
Two shareholders present in person or by proxy and entitled to vote,
holding in aggregate, or represented by proxy, not less than one-third of the
total Ordinary Shares outstanding, shall be a quorum for all purposes. If a
quorum is present, directors are elected and all other matters are decided upon
by a show of hands, unless before or upon the declaration of the results, a poll
is demanded by the Chairman of the Meeting or by at least three shareholders or
by one or more shareholders representing not less than one-tenth of the total
voting rights of shareholders. If a poll is taken, every shareholder who is
present in person by representative or proxy shall have one vote for every share
of which he or she is the holder. Cumulative voting in the election of directors
is not permitted.
The Company does not have a policy with regard to members of the Board of
Directors attending Annual General Meetings. One Board member attended the prior
year's Annual General Meeting.
Proposals 1 to 4 which are described below are ordinary resolutions.
Proposal 5 presented at the meeting would be a special resolution. The approval
of an ordinary resolution requires the affirmative vote of a majority of the
votes cast at the Meeting. The approval of a special resolution requires an
affirmative vote of at least two-thirds of the votes cast at the Meeting.
Accordingly, abstentions and broker non-votes will have no effect on any
resolution voted on at the Meeting.
As of March 31, 2010, there were 64,439,073 Ordinary Shares outstanding.
Each Ordinary Share carries one vote in a poll.
For the purposes of this Proxy Statement, the term "vote" shall refer to a
vote by a holder of Ordinary Shares.
PROPOSAL 1 - REPORT OF THE DIRECTORS AND FINANCIAL STATEMENTS
To receive the report of the directors and the financial statements
included in the Company's Annual Report to Shareholders for the year ended
December 31, 2009, together with the report of BDO LLP, the Company's
independent auditors.
Our Articles of Association provide that each year the above shall be
presented before a General Meeting of Shareholders. The Board of Directors
recommends a vote for the acceptance of the report of the directors and
financial statements for the year ended December 31, 2009, together with the
report of the independent auditors thereon. Shareholder approval is not
required, but is being sought as a matter of good corporate practice.
PROPOSAL 2 - ELECTION OF DIRECTOR
To re-elect a director, The Viscount Trenchard, who is retiring by
rotation.
Our Articles of Association provide that at each Annual General Meeting,
one-third (or the number nearest to but not exceeding one-third) of the
directors other than Arthur I. Trueger, who, as he is also our managing
director, does not retire by rotation nor is counted in calculating the number
of directors to retire by rotation, shall retire from office by rotation. Under
our Articles of Association, there shall be no less than three directors. The
directors (other than Mr. Trueger) are elected to hold office until they are
subject to retirement by rotation. The Viscount Trenchard, the nominated
director for 2010, has informed us that he is willing to serve as a director. No
person other than a director retiring at the meeting shall, unless recommended
by our Board of Directors, be eligible for election to the office of director at
any Annual General Meeting unless not less than seven, nor more than
twenty-eight (28) days, before the date appointed for the meeting, a notice in
writing signed by a shareholder, and a notice in writing signed by that person
of his willingness to be elected, has been left at our registered office in
Jersey.
Our Board of Directors may appoint any person to be a director, either to
fill a casual vacancy or as an additional director. Any director so appointed
shall hold office only until the next Annual General Meeting and shall then be
eligible for re-appointment, but shall not be taken into account in determining
the directors who are to retire by rotation at such meeting.
The following director, already being a member of our Board of Directors
and eligible for re-election, retires by rotation and is nominated for
re-election at this Annual General Meeting.
The Viscount Lord Trenchard, age 59, has been a non-executive director since
Trenchard August 1999. Lord Trenchard was appointed a Managing Director,
Mizuho International plc in 2007, and became a Director of Bache
Global Series also in 2007. Previously, Lord Trenchard was a
Senior Adviser to Prudential Financial, Inc., a provider of
international private client wealth management services, from
2002 to 2008. He was a director of Robert Fleming and Co.
Limited, or one of its principal subsidiaries, from 1996 to 2000,
where he was also head of Japanese Investment Banking. He was a
director of Kleinwort Benson Limited from 1986 to 1996, whose
Tokyo office he managed for many years. Lord Trenchard is a
member of the Audit and Business Development Committees.
Subject to re-election, Lord Trenchard will be required to retire by
rotation again at the Annual General Meeting in 2013, provided that no
additional directors are appointed, or existing directors resign, before that
time.
The Board of Directors recommends a vote FOR the re-election of The
Viscount Trenchard as a director.
PROPOSAL 3 - APPOINTMENT OF INDEPENDENT AUDITORS
To re-appoint BDO LLP as the Company's independent auditors for purposes of
the Company's primary listing on the London Stock Exchange and BDO Seidman, LLP
as the Company's independent registered public accounting firm for purposes of
the Company's reporting in the U.S., and to authorize the directors to fix their
remuneration.
We do not expect that representatives of BDO LLP or BDO Seidman, LLP will
be present at the Annual General Meeting. BDO LLP and BDO Seidman, LLP have been
our auditors since July 2002.
The Board of Directors recommends a vote FOR the proposal to
re-appoint BDO LLP as our independent auditors for purposes of our listing on
the London Stock Exchange and BDO Seidman, LLP as our independent registered
public accounting firm for purposes of our reporting in the U.S., and to
authorize the directors to fix their remuneration. Shareholder approval of our
auditors is a legal requirement, and if shareholders were to reject this
proposal, the directors would have to appoint another independent auditor.
PROPOSAL 4 - AUTHORIZATION TO HOLD SHARES AS TREASURY SHARES
To authorize the Company, subject to the provision of the Companies
(Jersey) Law 1991, to hold up to 25% of its ordinary shares as treasury shares.
The Board of Directors unanimously recommends shareholders to vote FOR
this resolution, which will allow the Company to hold up to 25% of the Company's
Ordinary Shares as treasury shares.
PROPOSAL 5 - REPURCHASE OF SHARES ON STOCK EXCHANGE
A special resolution is proposed as special business, to empower the Company,
subject to the provision of the Companies (Jersey) Law 1991, to make purchases
until 30 December 2011 of the Company's own shares on the London Stock Exchange.
Purchases will not be made of more than 9,600,000 shares, less than 15% of the
total issued Ordinary Shares. Such purchases may only be made at a price not
more than 10% above, nor 10% below, the average of the middle market quotations
for an Ordinary Share derived from the London Stock Exchange Daily Official List
for the five business days before any such purchase is made.
The Board of Directors unanimously recommends shareholders to vote FOR this
special resolution, which will allow the Company to repurchase publicly less
than 15% of the Company's Ordinary Shares, subject to certain restrictions on
dates, amounts and prices.
INFORMATION TO BE FURNISHED TO SECURITY HOLDERS
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The information required by this Item is incorporated by reference to the
section entitled "Item 10" in our Form 10-K/A which was filed with the
Securities and Exchange Commission on April 30, 2010.
EXECUTIVE COMPENSATION
The information required by this Item is incorporated by reference to the
section entitled "Item 11" in our Form 10-K/A which was filed with the
Securities and Exchange Commission on April 30, 2010.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
STOCKHOLDER MATTERS
The information provided below reflects changes in security ownership
subsequent to the disclosures in the section entitled "Item 12" in our Form
10-K/A which was filed with the Securities and Exchange Commission on April 30,
2010.
The following table sets forth certain information with respect to
beneficial ownership of Ordinary Shares as of May 26, 2010 for each person who
is known by us to own beneficially more than 5% of the Ordinary Shares and for
all directors and executive officers as a group:
Amount and Nature of Ownership (1)
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Options Exercisable
Number of Within 60 Days of Total Shares Percent of
Ordinary March 31, 2010 (2) Beneficially Outstanding
Name Shares Owned Owned Ordinary Shares
(2)
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Arthur I. Trueger 19,260,693 2,000,000 21,260,693 29.9%
650 California Street, Suite 2600
San Francisco, California 94108
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The Berkeley Technology Limited 16,529,847 - 16,529,847 25.7%
1990 Employee Share
Option Trust (2) (3)
Whiteley Chambers, Don Street
St. Helier, Jersey JE4 9WG
Channel Islands
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Victor A. Hebert (4) 45,000 70,000 115,000 *
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Harold E. Hughes - 90,000 90,000 *
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The Viscount Trenchard - 70,000 70,000 *
All directors and executive 19,305,693 2,230,000 21,535,693 30.0%
officers as a group (2)
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Peter Gyllenhammar (5) 5,175,000 - 5,175,000 8.0%
Grev Turegatan 27
11438 Stockholm, Sweden
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SC Fundamental LLC (6) 9,964,210 - 9,964,210 15.5%
747 Third Avenue, 27th Floor
New York, New York 10017
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<FN>
* Amount represents less than one percent.
(1) Except as described in footnote (4) below, each director and executive
officer has sole voting and investment power with respect to his shares.
(2) The Berkeley Technology Limited 1990 Employee Share Option Trust was
formerly known as The London Pacific Group 1990 Employee Share Option Trust
(the "ESOT"). The shares underlying the 2,230,000 options exercisable are
also included in the 16,529,847 shares held by the ESOT. The Percentages of
Outstanding Ordinary Shares reflect ownership of shares owned and options
vested or exercisable by May 30, 2010 which are in-the-money. If all
options held by directors or executive officers were to become in-the-money
by May 30, 2010, Mr. Trueger would hold 33.0%, and all directors and
executive officers as a group would hold 33.4%.
(3) The Trustees of the ESOT are entitled to notice of, and to vote at the
Meeting, with each share entitling them to one vote. The Trust has waived
its entitlement to dividends on any shares held.
(4) The number of Ordinary Shares owned by Mr. Hebert includes 40,000 shares
held in a pension and profit sharing trust for the benefit of Mr. Hebert
over which he has shared voting and investment power.
(5) We were notified on January 7, 2008 that Bronsstadet AB and Union Discount
Company of London plc, companies wholly-owned by Mr. Peter Gyllenhammar,
had increased their combined holdings to 4,545,000 Ordinary Shares on
January 4, 2008. We were notified further on January 29, 2008 that the same
two companies wholly-owned by Mr. Peter Gyllenhammar, had increased their
combined holdings to 5,175,000 on January 25, 2008.
(6) We were informed that SC Fundamental LLC surrendered all of their ADRs for
Ordinary Shares before May 20, 2010.
</FN>
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
The information required by this Item is incorporated by reference to the
section entitled "Item 10" in our Form 10-K/A which was filed with the
Securities and Exchange Commission on April 30, 2010.
PRINCIPAL ACCOUNTANT FEES AND SERVICES
The information required by this Item is incorporated by reference to the
section entitled "Item 14" in our Form 10-K/A which was filed with the
Securities and Exchange Commission on April 30, 2010.
AUDIT COMMITTEE CHARTER
Our Board of Directors has adopted a written charter for the Audit
Committee, which is attached to this Proxy Statement as Appendix A (as amended
and restated on May 8, 2008).
COMPENSATION COMMITTEE CHARTER
Our Board of Directors has adopted a written charter for the Compensation
Committee, which is attached to this Proxy Statement as Appendix B (as amended
and restated on March 30, 2010).
OTHER MATTERS
We know of no other matters to be presented at the Annual General Meeting
other than those described in this Proxy Statement. In the event that other
business properly comes before the Meeting, the persons named as proxies will
have discretionary authority to vote the shares represented by the accompanying
proxy in accordance with their own judgment.
ADDITIONAL INFORMATION
Communications with the Board
Security holders may send communications to the Board, or any member of it,
care of the Secretary at the Group's mailing address in Jersey, Channel Islands
(see address below). Any appropriate delivery instructions clearly marked on the
face of the communication or its envelope will be adhered to. Communications to
the Board or any member of the Board, without such specific delivery
instructions, will be dealt with at the discretion of the Company's Secretary,
and if necessary, in conjunction with the Company's Executive Chairman.
Shareholder Proposals for 2011 Annual General Meeting
Holders are entitled to present proposals for action at a forthcoming
meeting of shareholders if they comply with the requirements of the SEC's proxy
rules. Any proposals intended to be presented at the 2011 Annual General Meeting
of Shareholders of Berkeley Technology Limited must be received at our mailing
address in Jersey, Channel Islands (see address below) on or before December 30,
2010 in order to be considered for inclusion in our proxy materials relating to
such meeting.
Availability of Annual Report on Form 10-K and Form 10-K/A
A copy of our Annual Report on Form 10-K and Form 10-K/A for the year ended
December 31, 2009, as filed with the SEC, will be furnished without charge to
holders upon receipt by us of a request addressed to:
Robert A. Cornman, Secretary
Berkeley Technology Limited
P.O. Box 715
Jersey JE4 0PX
Channel Islands
The enclosed form of proxy has been prepared at the direction of and is
being solicited on behalf of the Company, of which you are an Ordinary
Shareholder, and is sent to you at the request of, and is being solicited on
behalf of our Board of Directors.
BERKELEY TECHNOLOGY Limited
By Order of the Board of Directors
/s/ Rober A. cornman
Robert A. Cornman
Secretary
St. Helier, Jersey, Channel Islands
June 14, 2010
APPENDIX A
AUDIT COMMITTEE CHARTER
Adopted by the Board of Directors of
Berkeley Technology Limited
Amended and Restated on May 8, 2008
Composition:
The Audit Committee shall be composed of two or more directors, as
determined by the Board of Directors, each of whom shall meet the independence
and financial literacy requirements of the Securities Exchange Commission (SEC),
and at least one of whom shall have past employment experience in finance or
accounting, requisite professional certification in accounting or any other
comparable experience or background which results in the individual's financial
sophistication, including being or having been a chief executive officer, chief
financial officer or other senior officer with financial oversight
responsibilities and such other attributes necessary to satisfy the "audit
committee financial expert" requirements established by the SEC's final rules
("Final Rules") implementing Section 407 of the Sarbanes-Oxley Act of 2002, as
amended (the "Act").
In determining if each member of the Audit Committee satisfies the minimum
standards for being considered "independent" under the Final Rules, no such
member (or the member's family, law firm, accounting firm, consulting firm,
investment banking firm or financial advisory firm) shall (x) accept or receive,
directly or indirectly, any consulting, advisory or other compensatory fee from
the Company or any of its subsidiaries, other than fees for board or board
committee service, or (y) be an affiliated person of the Company or any of its
subsidiaries, other than in the capacity of a Director of the Company.
Unless a chairperson is designated by the Board of Directors, the members
of the Audit Committee may appoint their own chairperson by majority vote.
Responsibilities:
1. Select, nominate, appoint, retain (or terminate) and compensate the
Company's independent auditors in the U.K. (for purposes of the Company's
primary listing on the London Stock Exchange) and the Company's
independent registered public accounting firm in the U.S. (for purposes
of the Company's reporting in the U.S.) (together, the Company's
"independent auditors"); directly evaluate and oversee the performance of
the independent auditors and, if so determined by the Audit Committee,
replace the independent auditors, it being acknowledged that the
independent auditors are ultimately accountable to the shareholders of
the Company. In addition, the Audit Committee shall review the range and
cost of audit and non-audit services performed by the independent
auditors; approve in advance the engagement of the independent accounting
firm for all audit services and non-audit services, based on
independence, qualifications and, if applicable, performance, and approve
the fees and other terms of any such engagement. The Audit Committee
shall meet as often as is necessary, holding such regular or special
meetings as may be called by the Chairman of the Audit Committee, or at
the request of the independent auditors. The Audit Committee shall ensure
that the independent auditors report directly to the Audit Committee, not
management.
2. Ensure the receipt of, and evaluate, the written disclosures and the
letter that the independent auditors submit to the Audit Committee
regarding the auditors' independence in accordance with the Act, the
Final Rules, and Independence Standards Board Standard No. 1, discuss
such reports with the auditors and, if so determined by the Audit
Committee in response to such reports, take appropriate action to address
issues raised by such evaluation, and ensure the rotation of the lead
audit partner having primary responsibility for the audit, as required by
law.
3. Discuss with the independent auditors the matters required to be
discussed by Statement of Auditing Standards No. 114 as it may be
amended, modified or supplemented, and in particular, describing all
relationships between the independent auditors and the Company, and
discuss with the independent auditors any relationships or services that
may impact their objectivity or independence; and confer with the
independent auditors and management concerning the scope of the
independent auditors' audit of the consolidated financial statements of
the Company and its subsidiaries; direct the attention of the independent
auditors to specific matters or areas deemed by the Audit Committee to be
of special significance; and authorize the independent auditors to
perform supplemental reviews or audits as the Audit Committee may deem
necessary, appropriate or desirable.
4. Instruct management and the independent auditors that the Audit Committee
expects to be informed if there are any subjects that require special
attention or if they perceive any significant deficiencies or material
weaknesses in the Company's internal controls over financial reporting,
as well as significant risks, exposures, complex or unusual transactions,
audit activities and audit findings; review with the independent auditors
any significant difficulties encountered during the course of the audit,
any restrictions on the scope of work or access to requested or required
information and any significant disagreement among management and the
independent auditors in connection with the preparation of financial
statements.
5. Meet with management and the independent auditors to discuss the annual
financial statements and the report and opinion of the independent
auditors thereon, and to discuss significant issues encountered in the
course of the audit work, including significant changes in accounting
principles or the application therein, restrictions on the scope of
activities, access to required information and adequacy of internal
financial controls; discuss with management all Section 302 and Section
906 certifications required by the Act, and review management's report on
internal controls as required by Section 404 of the Act.
6. Review the management letter delivered by the independent auditors in
connection with the audit, earnings press releases, including pro forma
or adjusted non-GAAP information, and other financial information or
earnings guidance given to analysts and rating agencies.
7. Meet quarterly with management and the independent auditors to review
interim financial statements, and to discuss the quarterly financial
statements prior to the filing of the Form 10-Q; provided that this
responsibility may be delegated to the Chairman of the Audit Committee.
8. Meet at least once each year in separate executive sessions with
management and the independent auditors to discuss matters that any of
them or the Audit Committee believes could significantly affect the
financial statements and should be discussed privately; discuss
alternative treatments of financial information within generally accepted
accounting principles that the independent auditors have discussed with
management, the ramifications of the use of such alternative disclosures
and treatments and the treatment preferred by the independent auditors,
as well as regulatory and accounting initiatives, on the financial
statements of the Company. In addition, the Audit Committee shall perform
an annual self-evaluation.
9. Have such meetings with management and the independent auditors as the
Audit Committee deems necessary, appropriate or desirable to discuss
significant financial risk exposures facing the Company and management's
plans for monitoring and controlling such exposures; and to obtain from
the independent auditors their recommendations regarding internal
controls and other matters relating to the accounting procedures and the
books and records of the Company and its subsidiaries; review and discuss
with management the adequacy of the Company's internal controls and
procedures for financial reporting.
10. Review significant changes to the Company's accounting principles and
practices proposed by the independent auditors or management.
11. Conduct or authorize such inquiries into matters within the Audit
Committee's scope of responsibility as the Audit Committee deems
appropriate and as otherwise required by the Act and the Final Rules.
The Audit Committee shall review all related party transactions on an
ongoing basis and approve any related party transaction. The Audit
Committee shall be empowered to retain independent counsel and other
professional advisors, including counsel, as it deems necessary to carry
out its duties and to assist in the conduct of any such inquiries. The
Audit Committee shall also establish procedures for the receipt,
retention and treatment of complaints regarding accounting, internal
accounting controls or auditing matters, including procedures for the
confidential, anonymous submission by employees of concerns regarding
questionable accounting or auditing matters.
12. Provide minutes of Audit Committee meetings to the Board of Directors,
and report to the Board of Directors on any significant matters arising
from the Audit Committee's work.
13. At least annually, review and reassess this charter, the Audit
Committee's budget, staffing and independence, and, if appropriate,
recommend proposed changes to the Board of Directors.
14. Prepare the report required by the rules of the SEC to be included in the
Company's annual proxy statement.
15. In the performance of its responsibilities, the Audit Committee is the
representative of the shareholders. However, it is not the responsibility
of the Audit Committee to plan or conduct audits, or to determine whether
the Company's financial statements are complete and accurate or in
accordance with U.S. generally accepted accounting principles.
APPENDIX B
BERKELEY TECHNOLOGY LIMITED
Compensation Committee Charter
Adopted March 20, 2007
Amended and Restated on March 30, 2010
A. Purpose
The purpose of the Compensation Committee is to discharge the
responsibilities of the Board of Directors relating to compensation of the
Company's Chief Executive Officer, Principal Financial Officer and Named
Executive Officers (as hereinafter defined). The Committee shall exercise its
responsibilities under this Charter in a manner consistent with the Company's
goal of maintaining compensation policies and practices and employee benefit
plans that (i) promote the competitive position of the Company, (ii) are fair to
employees, (iii) are consistent with the interests of stockholders and (iv)
comply with all applicable accounting rules and regulations, tax laws,
securities laws and other regulatory requirements.
B. Structure and Membership
1. Number. The Compensation Committee shall consist of at least two members
of the Board of Directors.
2. Independence. Except as otherwise permitted by the applicable rules of
the Securities and Exchange Commission (the "SEC"), any stock exchange
on which the Company's shares are traded, or the Internal Revenue Code,
each member of the Compensation Committee shall be an "independent
director" as defined by the SEC.
3. Chair. Unless the Board of Directors elects a Chair of the Compensation
Committee, the Compensation Committee shall elect a Chair by vote.
4. Compensation. The compensation of Compensation Committee members shall
be as determined by the Board of Directors.
5. Selection and Removal. Members of the Compensation Committee shall be
appointed by the Board of Directors. The Board of Directors may remove
members of the Compensation Committee from such committee, with or
without cause.
C. Authority and Responsibilities
The Compensation Committee shall discharge its responsibilities, and shall
assess the information provided by the Company's management, in accordance with
its business judgment. The Committee shall evaluate regulatory effects and
compliance of employee and Director compensation plans in consultation with
management and the Company's advisors. The Committee shall prepare and sign the
Compensation Committee Report to be included, if required, in the Company's
proxy statement for the Annual Meeting of Stockholders.
D. Compensation Matters
1. CEO Compensation. The Compensation Committee shall annually or when
appropriate review and approve corporate goals and objectives relevant
to the compensation of the Company's principal executive officer (the
"CEO"), evaluate the CEO's performance in light of those goals and
objectives, and, either as a committee or together with the other
independent directors (as directed from time to time by the Board of
Directors), determine and approve the CEO's compensation level based on
this evaluation.
2. PFO Compensation. The Compensation Committee shall annually or when
appropriate review and approve the compensation of the Company's
principal financial officer (the "PFO") in accordance with the goals and
objectives relevant thereto.
3. Named Executive Officer Compensation. The Compensation Committee shall
periodically review and approve, or make recommendations to the Board of
Directors, with respect to the three (3) most highly compensated
executive officers other than the CEO and PFO (the "Named Executive
Officers").
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4. Evaluation of CEO, PFO and Named Executive Officer Compensation. The
Compensation Committee shall report to the Board of Directors annually
or when appropriate on its evaluation of the Company's CEO, PFO and
Named Executive Officers.
5. Recommendations and Approvals. The Compensation Committee shall
periodically review and make recommendations to the Board of Directors
with respect to salary, bonuses, stock awards, option awards, pension
value and nonqualified deferred compensation earnings, and all other
compensation and/or perquisites whose value exceeds $10,000 (or such
other amount as may be determined by the SEC) for the CEO, PFO and the
Named Executive Officers. The Compensation Committee shall periodically
review the compensation policies or practices for all employees such
that the Company's incentives and internal controls are not likely to
lead to excessive or inappropriate risk taking by employees.
6. Incentive Plan Administration. The Compensation Committee shall exercise
all rights, authority and functions of the Board of Directors under all
of the Company's stock option, stock incentive, employee stock purchase
and other equity-based plans, including without limitation, the
authority to interpret the terms thereof, and to recommend the grant of
options thereunder to the Trustees of the Company's option plans;
provided, however, that, except as otherwise expressly authorized to do
so by a plan or resolution of the Board of Directors, the Compensation
Committee shall not be authorized to amend any such plan.
7. Compensation Committee Report on Executive Compensation. The
Compensation Committee shall annually or when appropriate or required
prepare for inclusion in the appropriate filing with the SEC the
Compensation Committee Report, consisting of a brief statement on
whether the Compensation Committee discussed the Compensation Discussion
& Analysis (the "CD&A") with management, and based on that review and
discussion, whether the Committee recommended to the Company's Board of
Directors that the CD&A be included in the Company's proxy statement and
annual report on Form 10-K.
8. Compensation Committee Report on Repricing of Options/SARs. If, during
the last fiscal year of the Company, any adjustment or amendment was
made to the exercise price of any stock option or stock appreciation
right previously awarded to the CEO, PFO or a Named Executive Officer,
the Compensation Committee shall cause the Company to provide the
narrative disclosures required by Item 402(d) or (o) of Regulation S-K.
9. Additional Powers. The Compensation Committee shall have such other
duties as may be delegated from time to time by the Board of Directors.
E. Procedures and Administration
1. Meetings. The Compensation Committee shall meet annually or as
appropriate in order to perform its responsibilities. The Compensation
Committee may also act by unanimous written consent in lieu of a
meeting. The Compensation Committee shall keep such records of its
meetings as it shall deem appropriate.
2. Subcommittees. The Compensation Committee may form and delegate
authority to one or more subcommittees as it deems appropriate from time
to time under the circumstances including a subcommittee consisting of a
single member.
3. Reports to Board. The Compensation Committee shall report as and when
appropriate to the Board of Directors.
4. Charter. The Compensation Committee shall periodically review and
reassess the adequacy of this Charter and recommend any proposed changes
to the Board of Directors for approval.
5. Consulting Arrangements. The Compensation Committee shall have the sole
authority to retain and terminate any compensation consultant to be used
to assist in the evaluation of executive officer compensation and shall
have sole authority to approve the consultant's fees and other retention
terms. The Compensation Committee shall also have authority to
commission compensation surveys or studies as the need arises. The
Compensation Committee is empowered, without further action by the Board
of Directors, to cause the Company to pay the compensation of such
consultants as established by the Compensation Committee.
6. Independent Advisors. The Compensation Committee shall have the
authority, without further action by the Board of Directors, to engage
such independent legal, accounting and other advisors as it deems
necessary or appropriate to carry out its responsibilities. Such
independent advisors may be the regular advisors to the
Company.The Compensation Committee is empowered, without further action
by the Board of Directors, to cause the Company to pay the compensation
of such advisors as established by the Compensation Committee.
7. Investigations. The Compensation Committee shall have the authority to
conduct or authorize investigations into any matters within the scope of
its responsibilities as it shall deem appropriate, including the
authority to request any officer, employee or advisor of the Company to
meet with the Compensation Committee or any advisors engaged by the
Compensation Committee.
8. Annual Self-Evaluation. Annually or when appropriate, the Compensation
Committee shall evaluate its performance. The Chairman of the
Compensation Committee, together with the Chairman of the Board, shall
determine the form and nature of the self-evaluation.