TI's Governance and Stockholder Relations Committee conducted an in-depth review of the board's leadership structure in 2009. This examination followed the defeat at the annual meeting of a stockholder proposal asking TI to implement a policy that would ensure an independent director hold the position of board chairman.
The board's current leadership structure combines the positions of chairman and CEO and uses a rotating lead director. In this structure, the chair of the appropriate committee leads independent directors' executive sessions, during which the principal item to be discussed is within the scope of authority of his or her committee. If there is no principal item, the chair of the Governance and Stockholder Relations Committee presides. The board chose this structure to facilitate oversight of management and to fully engage all independent directors.
After conducting a thorough review, the board determined that changing the leadership structure would offer no net benefit to stockholders, and in fact, that the current practice of a presiding director was superior in its ability to encourage active involvement, independent thinking and an environment of equal influence among all directors.
Also during the year, TI continued its practice of having its CEO and members of our senior leadership team visit with the company's largest stockholders to discuss our strategic direction. Many of these stockholders were most interested in learning more about TI's long-term analog, embedded processing and wireless strategies.
In 2010, TI will bid farewell to Jim Adams, who will retire from our board of directors after more than 20 years of service. We are grateful for his leadership and contributions to the strategic positioning of our company.
