We look for the most qualified candidate. Breadth of experience, the ability to make independent, analytical inquiries and diversity of viewpoints are some of the items we consider. We have diversity on the board, both in terms of gender and race, and in terms of experience and views. The board’s current size is within the desired range as stated in the board’s Corporate Governance Guidelines.
Why don’t your board members have term limits?
The board maintains a retirement age of 70 for directors. The board from time to time considers whether to institute term limits but to date has concluded that term limits would result in the loss of directors who have developed, over a period of time, an in-depth understanding of the company’s technically-oriented markets, customers and competition, which makes them more capable of assessing and advising with regard to strategic objectives and operations.
Why doesn’t the board have an independent chairman?
The board has no fixed policy on whether the roles of chairman and chief executive officer should be separated or whether there should be an independent chairman. Instead, the board believes it is in the best position to determine the leadership structure that serves the Company best at any given time, and it should maintain the flexibility to change that structure, as it has done in the past.
Currently the board believes that having Rich serve as both CEO and chairman is appropriate. Rich’s leadership ability and concern for TI and its stockholders’ best interests have been evident to the non-management directors during Rich’s time on the board. The board is confident in Rich’s ability to effectively serve in both roles.
In addition, the lead director role provides a formalized mechanism for involvement and exercise of oversight by the non-management directors.
Do your Audit Committee members have "financial expertise"?
The board has determined that all members of the Audit Committee are financially literate and have financial management expertise. Each member of the Audit Committee has an understanding of generally accepted accounting principals and experience analyzing and evaluating financial statements for large, complex organizations.
Do you have a "financial expert" on the Audit Committee?
The board has designated Pam Patsley as TI's audit committee financial expert as defined by the SEC’s rules.
Early in her career Patsley served as a CPA. She is currently Chairman and CEO of Moneygram International, Inc., and in that role she has experience assessing and evaluating financial statements. She also is active in furthering her expertise by participating in a network composed of audit committee chairmen from several Fortune 500 companies.
What means do you have for someone to bring accounting and financial reporting concerns to the attention of management?
We have had an Ethics Office for almost 20 years. Through this office, any employee anywhere in the world can raise an issue on any subject and remain anonymous if they wish. The Ethics Director will involve the right people to investigate and address the issue.
In addition, we have an accounting and audit hotline that allows anyone to communicate a concern regarding an accounting, internal accounting controls or auditing matter to the Audit Committee of TI's board of directors.
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