Corporate Governance Overview

The Board of Directors and management of Viavi Solutions believe that good corporate governance is an important component in enhancing investor confidence in the Company and increasing shareholder value. The imperative to continue to develop and implement best practices throughout our corporate governance structure is fundamental to our strategy to enhance performance by creating an environment that increases operational efficiency and ensures long-term productivity growth. Solid corporate governance practices also ensure alignment with shareholder interests by promoting fairness, transparency and accountability in business activities among employees, management and the Board.

Our corporate governance practices represent our firm commitment to the highest standards of corporate ethics, compliance with laws, financial transparency and reporting with objectivity and the highest degree of integrity. Representative steps we have taken to fulfill this commitment include, among others:

  • All members of the Board of Directors are independent with the exception of the company's Chief Executive Officer. Director independence is determined in accordance with the requirements of the Sarbanes Oxley Act of 2002 and The Nasdaq Rules 4200 (a)(15).
  • All members of our key Board committees - the Audit Committee, the Governance Committee, the Compensation Committee, and the Corporate Development Committee - are independent.
  • The charters of the committees within the Board of Directors clearly establish their respective roles and responsibilities.
  • All employees and members of the Board of Directors are responsible for complying with our Code of Business Conduct and our Insider Trading Policy.
  • We have an anonymous hotline to encourage employees to report questionable activities to the General Counsel and Audit Committee.
  • Our independent accountants report directly to the Audit Committee.
  • Our internal audit control function maintains critical supervision over the key areas of our business and financial controls and reports directly to our Audit Committee..
  • We have established procedures for shareholders to communicate with the Board of Directors by contacting the Investor Relations department.
  • The independent members of our Board meet regularly without the presence of management.

Executive Management

Board of Directors

Oleg Khaykin, President and Chief Executive Officer

Keith Barnes, former chairman and CEO of Verigy and executive with Agilent, Electroglas, IMS, and Cadence

Richard Belluzzo, managing partner of Corso Partners LLC and former Chairman and Chief Executive Officer of Quantum Corporation

Tor Braham, former Managing Director and Global Head, Technology, Mergers and Acquisitions for Deutsche Bank Securities

Tim Campos, chief information officer and a member of the senior management team at Facebook

Donald Colvin, Interim Chief Financial Officer of Isola Group Ltd., and former Chief Financial Officer of Caesars Entertainment Corporation

Masood Jabbar, former president of the Computer Systems Division and chief financial officer for Sun Microsystems Inc.

Pamela Strayer, senior vice president and chief financial officer at Plantronics

Below is a summary of our committee structure and membership information. To read more about any of the committees, click on committee names in the chart below.

The following charters, guidelines, codes and policies are some of the key elements defining our corporate governance practices.