Leadership | Ethics and compliance | Results | Looking ahead
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 2011, they implemented a lead independent director position to lead executive sessions of the independent directors, serve as a liaison between the chairman and independent directors, and perform other duties. The independent directors elected Pam Patsley to serve as lead independent director through April 2013.
Company leaders also continued discussions with our largest stockholders regarding our governance and executive compensation structure. These dialogues will continue in 2012 in an effort to strengthen engagement with shareholders and impart strategic company information.
TI thanked David Boren and David Goode, who retired from our board of directors after more than 16 and 15 years of service, respectively. We welcomed Robert Sanchez, president and COO of Ryder System, Inc., as a new board member.
Ethics and compliance
TI’s board of directors monitored financial reform legislation, specifically the requirements and implications of the Dodd-Frank Wall Street Reform and Consumer Protection Act.
To help employees maintain compliance with both TI and external guidelines and laws, we continued providing extensive training globally. We offered specialized courses in multiple languages on such topics as confidential information protection, TI’s code of business conduct and workplace harassment.
We also began working to ensure that our standards and expectations for ethical and lawful behavior are understood and embraced by former National Semiconductor employees, whose company we acquired in September. Our Ethics Office director visited their Malaysia manufacturing site, where he met with managers and staff to share the principles of our ethics and compliance programs.
For our suppliers, we began assessing their labor, ethics/compliance and human rights practices this year, and will continue that effort in 2012.
To ensure that our product development kits and evaluation modules or boards operate safely under both foreseeable hazards and misuses, TI formed a new Worldwide Product Regulatory Compliance steering team. Members provide technical resources and leadership to support companywide product compliance obligations.
Additionally in 2011, three manufacturing sites in Malaysia; Taiwan; and Chengdu, China performed self-assessments of compliance performance. Their evaluations found no significant compliance gaps.
In 2011, TI:
- Experienced no material incidents and received no material fines due to noncompliance with environmental, labor or human rights laws.
- Received no formal allegations of suspected bribery or corruption.
- Provided Ethics and Compliance Awareness training to all employees; 99.2 percent completed the training. We are following up on those past due. Of our top 130 managers, 100 percent completed the training.
- Responded to 581 inquiries received through the Ethics Office and accounting audit hotline. Many did not relate specifically to ethics issues, but were instead questions related to (for example) employment or customer support. Inquiries that were ethics-related were resolved by the Ethics Office or forwarded to the appropriate operation for handling. None of the inquiries or contacts presented an accounting issue or appeared to pose a material financial risk.
- Continued to be recognized as a leader in responsible and ethical business practices by:
- The Boston College Center for Corporate Citizenship, which named TI to its “CSRI 50.”
- Corporate Responsibility (CR) Magazine,which named TI as one of the “100 Best Corporate Citizens” (ninth year).
- Ethisphere Institute, which named TI one of its “World’s Most Ethical Companies” (fifth consecutive year).
- Fortune Magazine, which recognized TI among its “Global Most Admired Companies” (No. 2 in semiconductors) (eighth consecutive year).
- Trust Across America, which included TI among its “Top 10 Most Trustworthy Public Companies” (second time).
In 2012, TI plans to:
- Train all employees worldwide on ethics at TI.
- Train all salaried employees on export control basics, and selected audiences on the Foreign Corrupt Practices Act and other anti-corruption topics.
- Train all U.S. employees working in a nonmanufacturing environment on environmental, safety and health.
- More closely manage our Tier 1 suppliers by establishing more rigorous standards and helping them improve their performance.