Integrity without compromise is Intuit's #1 operating value - and it has been since our operating values were formalized in 1993. Bottom line, everyone at the company is accountable for living up to the highest standards of business conduct and ethics. Following is an overview of some of the steps we've taken to ensure integrity in everything we do. Intuit's Operating Values Intuit was founded in 1983 with a commitment to integrity and fair play -- and that commitment has always been central to our business ever since then. As the company grew, employees wanted to preserve the spirit of the principles they had already embraced as a written legacy for the future. In 1993, we shut down for a day so all employees could gather to brainstorm how to clearly define our vision, mission and operating values. Ideas were gathered and refined over the next few months by employee teams and formalized as our Operating Values. These same values are taught today and, in concert with our Business Conduct Guide (which applies to all employees, including our CEO and senior financial officers), remain the foundation of our actions and decisions. Intuit's Corporate Governance Good governance is about doing the right things for Intuit and its shareholders. This has always been our priority. Board of Directors Intuit's board is comprised of nine members, a majority of whom are not Intuit employees and who are otherwise independent of the company. In addition, all of our Audit Committee, Compensation and Organizational Development Committee, and Nominating and Governance Committee members are independent. The key practices and procedures of our Board of Directors are outlined in the Corporate Governance Principles adopted by the Board. In addition, members of Intuit's board operate under the company's Board Code of Ethics. Steve Bennett has been President and Chief Executive Officer and a member of the Board of Directors since January 2000. Prior to joining Intuit, Mr. Bennett spent 23 years with GE in various roles. He was an Executive Vice President and a member of the board of directors of GE Capital, the financial services subsidiary of General Electric Corporation, from December 1999 to January 2000. From July 1999 to November 1999 he was President and Chief Executive Officer of GE Capital e-Business. He was President and Chief Executive Officer of GE Capital Vendor Financial Services from April 1996 through June 1999. Mr. Bennett also serves on the Board of Directors of Sun Microsystems, Inc. He holds a Bachelor of Arts degree in Finance and Real Estate from the University of Wisconsin. Chris Brody has been a director of Intuit since December 1993. Mr. Brody has been Chairman of Vantage Partners LLC, a private investment firm, since January 1999. From 1971 through 1998, Mr. Brody was a partner of Warburg, Pincus & Co., a venture capital and private equity investment firm. Mr. Brody also serves as a director of several privately held companies. Mr. Brody holds a Bachelor of Arts degree in English Literature from Harvard College and a Masters in Business Administration from Harvard Business School. Bill Campbell has been a director of Intuit since May 1994. He has served as Chairman of the Board since August 1998 and was Acting Chief Executive Officer from September 1999 until January 2000. He also served as Intuit's President and Chief Executive Officer from April 1994 through July 1998. Mr. Campbell also serves on the boards of directors of Apple Computer, Inc. and Opsware, Inc. Mr. Campbell holds both a Bachelor of Arts degree in Economics and a Masters degree from Columbia University, where he has been appointed to the Board of Trustees. Scott Cook, a founder of Intuit, has been a director of Intuit since March 1984 and is currently Chairman of the Executive Committee of the Board. He served as Intuit's Chairman of the Board from February 1993 through July 1998. From April 1984 to April 1994, he also served as President and Chief Executive Officer of Intuit. Mr. Cook also serves on the boards of directors of eBay Inc., and The Procter & Gamble Company. Mr. Cook holds a Bachelor of Arts degree in Economics and Mathematics from the University of Southern California and a Masters in Business Administration from Harvard Business School, where he serves on the board of visitors of the Harvard Business School Foundation. John Doerr has been a director of Intuit since August 1990. He has been a general partner of Kleiner Perkins Caufield & Byers, a venture capital firm, since August 1980. He is also a director of Amazon.com, Inc., drugstore.com, inc., PalmOne, Inc., Homestore.com, Inc., Sun Microsystems, Inc. and several privately held companies. Mr. Doerr holds Bachelor of Science and Master of Science degrees in Electrical Engineering and Computer Science from Rice University and a Masters in Business Administration from Harvard Business School. Donna Dubinsky has been a director of Intuit since February 1999. She was Chief Executive Officer and a director of Handspring, Inc. since its founding in July 1998 until it's merger with Palm, Inc., in October 2003. Prior to Handspring, Ms. Dubinsky served as a Chief Executive Officer of Palm, Inc. from it's founding in 1991. In addition to Intuit's board, Ms. Dubinsky currently serves on the board of PalmOne, Inc. She holds a Bachelor of Arts degree in History from Yale University and a Masters in Business Administration from the Harvard Business School. Mike Hallman has been a director of Intuit since December 1993. Mr. Hallman has been President of The Hallman Group, a management consulting firm, since October 1992. Mr. Hallman was President and Chief Operating Officer of Microsoft Corporation from March 1990 through April 1992. Mr. Hallman is also a director of InFocus Corporation, Network Appliance, Inc, Watchguard Technologies, Inc., Digital Insight Corporation and a privately held company. Mr. Hallman holds both a Bachelors and a Masters degree in Business Administration from the University of Michigan. Dennis Powell has been a director of Intuit since February 2004. He has been Senior Vice President and Chief Financial Officer at Cisco Systems since May 2003. From June 2002 until his appointment as CFO, he served as Senior Vice President, Corporate Finance. From January 1997 until June 2002, he served as Vice President, Corporate Controller. Before joining Cisco, Mr. Powell was employed by Coopers & Lybrand LLP for 26 years, most recently as a senior partner. Mr. Powell holds a bachelor's degree in business administration with a concentration in accounting from Oregon State University. Stratton Sclavos has been a director of Intuit since August 2001. He has been President, Chief Executive Officer and a director of VeriSign, Inc. since July 1995. Mr. Sclavos is also a director of Juniper Networks, Inc. and a privately held company. Mr. Sclavos holds a Bachelor of Science degree in Electrical and Computer Engineering from the University of California, Davis. Audit Committee Our Audit Committee consists of Chris Brody, Donna Dubinsky, Mike Hallman and Dennis Powell. Mr. Powell serves as our Audit Committee Chairman. The committee assists the Board in fulfilling its oversight responsibilities relating to our financial accounting, reporting and controls. The committee holds quarterly meetings that coincide with full Board meetings to discuss financial and accounting-related matters. It holds additional meetings to discuss our quarterly financial performance and associated earnings announcements, as well as our Form 10-Q and Form 10-K filings with the Securities and Exchange Commission. The Audit Committee Charter contains more details about the committee's roles and responsibilities. In addition, we have an Internal Audit Department headed by a vice president who reports directly to the Audit Committee. Compensation and Organizational Development Committee Our Compensation and Organizational Development Committee consists of Chris Brody and Mike Hallman. The committee determines compensation for all of Intuit's senior officers and provides guidance to management on general compensation matters. In addition, the committee also provides guidance to management on organizational development activities to build an organization that will facilitate and support our growth. The committee holds quarterly meetings that coincide with full Board meetings and also has informal meetings and discussions with management throughout the year. The Compensation and Organizational Development Committee Charter contains more details about the committee's roles and responsibilities. The committee also works closely with Intuit's management on its employee stock option program, seeking to balance the trade-off between attracting, retaining and rewarding a high-performing work force and shareholder dilution. Over the past three years, we have reduced the annual net grant rate of stock options from nearly five percent of outstanding shares to less than three percent, and we intend to maintain our annual net grant rate at three percent or below. Nominating and Governance Committee Our Nominating and Governance Committee consists of John Doerr and Stratton Sclavos. The committee identifies and evaluates potential new Board members and provides information about potential nominees for the full Board to consider, in accordance with the Process of Identifying and Evaluating Nominees for Director. In addition, the committee oversees the review of Board and committee performance, as well as reviews and recommends governance practices for Intuit. The committee typically holds quarterly meetings that coincide with full Board meetings. The Nominating and Governance Committee Charter contains more details about the committee's roles and responsibilities.