5. Corporate Governance.

The face of corporate governance changed as a result of the Sarbanes-Oxley Act of 2002 legislation. An evaluation of SafeNet's proxy statement before and after SOX provides a glimpse into some of these changes. Obtain SafeNet's definitive proxy statements (filing type = DEF 14A) for the meetings held on July 22, 2002 (pre-SOX) and July 28, 2006 (post-SOX) from the SEC EDGAR database. (Hint: filing dates will be earlier than the meeting dates.)

(a) Compare and contrast the corporate governance structure at SafeNet for these two periods. Hint: begin with the 2006 meeting; search the proxy statement for "Corporate Governance." Your discussion should include the similarities and differences between the two periods. Include in your discussion the purpose of the committees, the number of members, number of meetings, payment for attendance at meetings, and anything else you find to compare and contrast. Limit your response to two typed, single-spaced pages. The chart below may be useful to assimilate information for each of the Board of Directors, the Audit Committee, and the Compensation Committee.

2002 Meeting (Fiscal Year 2001) 2006 Meeting (Fiscal Year 2005)

Number of members 13 13

Number independent directors 4 4

Number of meetings 8 10

Pay for meetings $4500 $5000

(b) Read the report of the Compensation Committee contained in both proxy statements. Compare and contrast the Compensation Committee's role and responsibility between the Iwo periods. Limit this response to one, single-spaced, typed page.

(c) Do you believe the post-SOX changes in corporate governance served the purpose of preventing management fraud? Justify your response.

(d) Do you believe the Audit Committee and/or Compensation Committee should be held responsible for the undisclosed stock options backdating fraud? Justify your response.