| Description |
Report |
2011 response |
| Profile |
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2008 |
2009 |
2010 |
2011 |
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| 4.0 |
Governance, commitments, and engagement |
Governance |
| PRO4.1 |
Governance structure of the organization
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Composition of board, board committees, and leadership provide details on organization structure and committee membership. For more, see governance practices.
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| PRO4.2 |
Chair of the board |
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Rich Templeton is TI's chairman and chief executive officer; the board also has an independent lead director. For more information, see board leadership structure. |
| PRO4.3 |
Number of board members |
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We had 10 directors in 2011, nine of whom met TI's independence guidelines, which comply with NASDAQ Stock Market listing rules. Two independent directors directors retired in April 2011 and a new independent director was added in March 2011.
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| PRO4.4 |
Mechanism for shareholders and employees to provide recommendations or direction to the board
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See Communications with the board. |
| PRO4.5 |
Linkage between compensation for board members, senior managers and executives, and the organization's performance
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An overview of director compensation is available in TI's 2012 Proxy Statement. An overview of executive compensation and how it is linked to company performance is also available. In addition, we assess and recognize exceptional social and environmental performance at both the site level and individual team levels.
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| PRO4.6 |
Processes in place for the board to ensure conflicts of interest are avoided
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TI has a conflict of interest policy. The Audit Committee oversees compliance with that policy. In addition, the Governance Committee has oversight responsibility for any potential conflicts of interest involving company directors.
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| PRO4.7 |
Process for determining the qualifications and expertise of board members for guiding the organization's strategy on economic, environmental and social topics
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See composition of the board and member commitments in TI's governance guidelines. |
| PRO4.8 |
Internally developed statements of mission or values, codes of conduct and principles relevant to economic, environmental, and social performance and the status of their implementation
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Every employee and contractor worldwide is responsible for upholding and adhering to TI's code of business conduct, "Values and Ethics of TI", and Business Practices Statement. Suppliers are expected to adhere to our ethical values as well.
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| PRO4.9 |
Board procedures for overseeing the organization's identification and management of economic, environmental, and social performance
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The Audit Committee oversees compliance with TI's code of business conduct. The governance and stockholder relations committee charter gives the committee oversight of a broad spectrum of public issues, which may include environmental matters relating to TI.
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| PRO4.10 |
Processes for evaluating the board's own performance, particularly with respect to environmental and social performance
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The board and each committee conducts an annual performance self-evaluation to determine if they are functioning effectively; however, this is not specific to social or environmental performance.
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Commitments to external initiatives |
| PRO4.11 |
Explanation of how precautionary principle is addressed by the organization
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TI applies the precautionary principle to many aspects of our operations, including our approach to climate change and business continuity. In addition, our aggressive chemical and material screening process assures we do not use materials whose hazards are not understood and controlled.
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| PRO4.12 |
Externally developed, voluntary economic, environmental, and social charters, sets of principles or other initiatives to which the organization subscribes or endorses
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See Voluntary standards.
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| PRO4.13 |
Significant memberships in associations
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TI participates in several trade associations. We also collaborate with other outside groups and coalitions to drive technological innovations that benefit people and the environment.
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Stakeholder engagement |
| PRO4.14 |
List of stakeholder groups engaged by the organization
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Key stakeholders we engage are employees, customers and shareholders as well as site communities, public officials, trade associations, regulatory agencies, nongovernmental organizations, media, analysts, suppliers, contractors, retirees and potential employees.
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| PRO4.15 |
Basis for identification and selection of stakeholders with whom to engage
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We engage with stakeholders that directly influence or have stake in our operations.
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| PRO4.16 |
Approaches to stakeholder engagement
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We regularly engage with stakeholders, including employees and our greater community through a variety of traditional and social media as well as personal interactions. We continuously seek new ways to better reach and listen to each stakeholder group.
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| PRO4.17 |
Key topics and concerns raised through stakeholder engagement
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Through informal engagement with key stakeholders, we learned that top social and environmental questions and concerns in 2011 included supply-chain management concerns, (particularly conflict minerals and labor practices); business continuity preparedness following global natural disasters; and issues related to environmental impact, including climate change management, water use, energy use and renewable energy.
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