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2010 Performance
Leadership | Ethics and compliance | Ethics and accounting-related inquires | External recognition | Looking ahead
Leadership
TI's board of directors and members of the Governance and Stockholder Relations Committee maintained their diligence in reviewing guidelines and making improvements where needed. In 2010, they voted to amend the guidelines to:
- Limit members’ service on the boards to no more than three public companies.
- Specify methods for shareholders to contact directors directly.
- Include links to committee charters and TI’s whistleblower and clawback policies.
- Specify that each board committee has the authority to retain outside counsel and expertise if needed. This authority was previously written in committee charters, but now exists in the board guidelines as well.
- Clarify that the Compensation Committee has the authority to review and approve CEO compensation.
TI continued its dialogue with the company's largest stockholders in 2010 regarding our governance and executive compensation structure. These dialogues will continue in 2011 in an effort to strengthen engagement with shareholders and impart strategic company information.
TI thanked Jim Adams, who retired from our board of directors after more than 20 years of service. We also welcomed Ralph W. Babb Jr., chairman and CEO of Comerica Inc. and Comerica Bank, as a new board member.
Ethics and compliance
We experienced no material incidents and received no material fines due to noncompliance with environmental or human rights laws. In addition, no allegations of suspected bribery or corruption were reported. To help TIers maintain compliance with both TI and external guidelines and laws, we successfully rolled out our Ethics and Compliance Awareness Program (ECAP) globally, which standardized our training approach on core ethics matters. By year-end, 99.1 percent of the almost 55,000 assignments had been completed.
Training curriculum will be updated annually, or more frequently if needed, based on evolving compliance issues. Specialized courses will continue in 2011 on such topics as privacy and personal data protection and TI’s code of business conduct. We also plan to continue assessing awareness and understanding of ECAP training modules through internal focus groups and other feedback mechanisms.
Additionally, in 2010 we:
- Launched an internal awareness campaign that educated employees on a variety of risks related to corruption and compliance and stepped them through the process they must take if confronted by government officials.
- Educated and trained hundreds of new employees following the acquisition of facilities in Japan and China to get them aligned with our compliance and ethics standards and our cultural expectations. TI is gathering feedback from site managers to assess the level of understanding and acceptance of our protocols.
- Audited compliance performance of various functional areas through self-assessments.
- Distributed a quarterly compliance newsletter for business leaders and their teams to keep them apprised of company compliance risks and how to mitigate them.
- Monitored TI’s compliance environment to ensure that the risk assessment remains current, the compliance program remains robust, and the company remains positioned to address emerging risk areas that may impact TI's global operations.
- Launched an online awareness training program to ensure that U.S. employees understand the risks involved with bribery and corruption and the internal resources available to help address those risks should they arise.
- Continued intensive live training of employees throughout China, India, Malaysia, Taiwan and other parts of Asia on various compliance topics they may encounter.
Ethics and accounting-related inquires
The TI Ethics Office receives numerous inquiries each year from employees seeking clarification, advice or support on such issues as:
- Employee relations issues with their supervisors.
- Resolving procurement matters with suppliers.
- Adapting business practices to new technologies.
- Interpreting policies.
The Ethics Office reviews all issues reported, investigates as needed, and takes appropriate actions.
TI also maintains an accounting and audit hotline, through which investors, employees and others can notify TI’s Audit Committee of suspected accounting or audit problems or concerns. In 2010, all hotline inquiries were received from external sources, and none of them raised an accounting or audit issue. Rather, the inquiries were unrelated to such matters and were resolved by the Ethics Office or forwarded to the appropriate TI operation for handling.
External recognition
TI was pleased to again be recognized as a leader in responsible and ethical business practices.
- Ethisphere Magazine included TI on its “World’s Most Ethical Companies” list for the fourth consecutive year.
- Corporate Responsibility Magazine ranked TI 33rd on its 11th annual "100 Best Corporate Citizens" list, up from No. 59 in 2009. This is the eighth time TI has received this honor.
- Fortune Magazine named TI one of its “Global Most Admired Companies” (No. 2 in semiconductors).
- Reputation Institute, Global Reputation Pulse named TI among the top 25 companies on its “Best Corporate Reputations in the U.S.” list.
- Trust Across America named TI among the “Top 10 Most Trustworthy Companies.” In addition, TI’s CEO was recognized as one of the “Top 100 Thought Leaders in Trustworthy Business Behavior.”
Looking ahead
In 2011, the board will continue monitoring financial reform legislation, specifically the requirements and implications of the Dodd-Frank Wall Street Reform and Consumer Protection Act.
TI will also continue working to ensure that our standards and expectations for ethical and lawful behavior are embedded in our newer facilities in Japan and China. We also will host additional training and education programs globally to encourage ongoing dialogue about compliance and ethics.
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Citizenship Report Summary
See also
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