Texas Instruments

2012 Corporate Citizenship Report

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Our board of directors is committed to responsible and effective corporate governance. The board discusses its governance practices annually to ensure that they truly make sense for TI in today's business climate.

The directors are experienced and diverse in their backgrounds and thinking. Their combined strengths assist them as they oversee the company's current and future strategy, performance, and plans for the next generation of TI leaders — keeping the best interests of our shareholders in mind.

All of the current members of our board of directors served our company during 2012 except for Mark Blinn, who was elected in February 2013. Nine of the current members are independent as defined by our governance guidelines and Nasdaq Stock Market, Inc. Each director has an equal stake in the board's actions and equal accountability to the corporation and to our stockholders.

The board is responsible for the oversight of our global business strategy. The board's three standing committees oversee our company's financial reporting integrity, executive officer compensation and overall corporate governance.

TI’s 15 executive officers lead various aspects of the company's operations, including our major product lines. Directors interact with these officers at board meetings and strategic planning conferences. This practice facilitates the directors' oversight efforts and also gives directors opportunities to evaluate our officers, aiding directors in succession-planning considerations.