Board committees

Committee membership | Audit committee | Compensation committee | Governance & stockholder relations committee

Membership

Director
Audit
Committee
Compensation Committee
Governance and Stockholder Relations Committee
Ralph W. Babb, Jr.    
X
Mark A. Blinn
Chair
   
Todd M. Bluedorn
X
   
Daniel A. Carp  
X
 
Janet F. Clark
X
   
Carrie S. Cox    
X
Jean M. Hobby
X
   
Ronald Kirk    
X
Pamela H. Patsley  
X
 
Robert E. Sanchez  
Chair
 
Wayne R. Sanders *    
Chair
Richard K. Templeton      

* Lead director

Charters


Statement of responsibilities
The board of directors, Texas Instruments Incorporated

Purpose

The primary function of the Audit Committee (the "Committee") is to assist the Board of Directors (the "Board") in its oversight of: the integrity of the Company's financial reports and other financial information provided by the Company to any governmental or regulatory body, the Company's systems of internal controls and its accounting and financial reporting processes; the Company's compliance with legal and regulatory requirements; the engagement qualifications and independence of the independent registered public accounting firm (the "independent auditors"); and the performance of the Company's internal audit function and independent auditors.

NOTE: The Company's management is responsible for preparing the Company's financial statements. The Company's independent auditors are responsible for auditing the financial statements. The activities of the Committee are in no way designed to supersede or alter those traditional responsibilities. Except to the extent required by The NASDAQ Stock Market ("NASDAQ"), membership on the Committee does not call for the professional training or technical skills generally associated with career professionals in the fields of accounting and auditing. In addition, the Company's independent auditors and the internal audit staff have more available time, knowledge and detailed information about the Company than do Committee members. Accordingly, the Committee's role does not provide any expert or special assurances with regard to the Company's financial statements, nor does it involve a professional certification or evaluation of the quality of the audits performed by the independent auditors.

In discharging its oversight role, the Committee is authorized to study or investigate any matter of interest or concern that the Committee deems appropriate, with access to all books, records, facilities and employees of the Company; to use the services of the independent or internal auditors; and to retain independent counsel and other experts as it deems necessary to carry out its duties. The Company will fund (a) expenses incurred as a result of the retention by the Committee of independent auditors and other experts and (b) such ordinary administrative expenses of the Committee as are necessary or appropriate in carrying out its duties.

The committee is also responsible for preparing a report required by the Securities and Exchange Commission (SEC) to be included in the Company's annual proxy statement.

Membership

The Committee will be composed of not less than three (3) members of the Board, all of whom (1) have been determined by the Board to be "independent" in accordance with NASDAQ rules and the Company's Corporate Governance Guidelines; and (2) meet the financial literacy requirements of NASDAQ. At least one member of the Committee will be financially sophisticated, as determined by the Board, and also qualify as an "audit committee financial expert" as defined in SEC rules. No member may have participated in the preparation of the financial statements of the Company or any of the Company's current subsidiaries at any time during the past three years. The members and the chair and, if any, the vice chair shall be appointed by a majority of the whole Board.

A majority of the Committee will constitute a quorum for the transaction of business.

Auditor oversight

  • The independent auditors are accountable to the Committee. The Committee has the authority and responsibility for the appointment, compensation, retention and oversight of the work of the independent auditors. The Committee also has responsibility for resolving any disagreements between management and the independent auditors. The Committee (or one or more of its members to whom authority has been delegated) will pre-approve all audit and permitted non-audit services to be performed by the independent auditors.
  • Annually, the Committee will review a written report from the Company's independent auditors that:
    • Delineates all relationships between the auditors and the Company.
    • Describes the independent auditor's quality-control procedures.
    • Describes any material issues raised by the most recent internal quality-control review, or peer review, of the auditor, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years, respecting one or more independent audits carried out by the auditor, and any steps taken to deal with any such issue.
  • Annually, the Committee will discuss with the independent auditors any disclosed relationships and their impact on the auditor's independence and take appropriate action in response to the auditor's report to satisfy itself of the auditor's independence.
  • Annually, the Committee will review this statement of responsibilities and conduct a performance evaluation.

Other duties and responsibilities of the committee

  • The Committee will review the Company's annual reports to the Securities and Exchange Commission, including audited financial statements to be included in such reports, and recommend appropriate action by the Board.
  • The Committee will periodically advise the Board and will also:
    • Review annually:
      • The scope of the annual audit for TI and subsidiary companies recommended by the independent auditors.
      • The annual corporate internal audit plans for TI and subsidiary companies recommended by the Company's director of audit services.
      • The scope of annual TI employee benefit trusts audits.
    • Review and discuss with management and the independent auditors the Company's audited financial statements and accompanying "Management's Discussion and Analysis," including a discussion with the independent auditors regarding any matters they are required to review with them under applicable legal, regulatory or NASDAQ requirements, and any audit problems or difficulties encountered and management's response thereto.
    • Review and discuss with management and the independent auditors the Company's quarterly reports to the Securities and Exchange Commission, including a discussion of the interim financial statements and accompanying "Management's Discussion and Analysis."
    • Review and discuss with management before issuance the Company's news releases regarding annual and interim financial results, with the Committee acting as a whole or through its chair; and generally review and discuss with management any earnings guidance that may be provided to analysts and rating agencies.
    • Review and discuss with management and the independent auditors the adequacy of the Company's system of internal accounting controls and other factors affecting the integrity of published financial reports, consulting as appropriate with the internal audit staff, the independent auditors (both of which shall have direct access to the Committee), and others concerning, among other things, the internal accounting controls in effect, any major weaknesses discovered (including any fraud, whether or not material, involving internal controls or employees with responsibility for internal controls) and related corrective actions.
    • Review and discuss the Company's policies with respect to risk assessment and risk management.
    • Review the Company's compliance and ethics program.
    • Review a report of compliance of management and operating personnel with TI's code of business conduct, including TI's conflict of interest policy.
    • Review the Company's non-employee-related insurance programs.
    • Review changes, if any, in major accounting policies of the Company.
    • Review trends in accounting policy changes proposed or adopted by organizations such as the American Institute of Certified Public Accountants, the Securities and Exchange Commission, and the Financial Accounting Standards Board, or by comparable bodies outside the United States that are relevant to the company.
    • Review the Company's policy regarding investments and financial derivative products.
    • Establish hiring policies for employees or former employees of the independent auditors.
    • Engage in any activities that the Committee deems to be necessary or appropriate in furtherance of its purpose, functions and responsibilities.
  • Establish procedures for:
    • The receipt, retention and treatment of complaints on accounting, internal accounting controls or auditing matters; and
    • Confidential, anonymous submissions by Company employees of concerns regarding questionable accounting or auditing matters.
  • The agenda for each Committee meeting will provide sufficient opportunity for the independent and internal auditors to meet with the members of the Audit Committee without members of management present.

Adopted: 01-25-74

Amended: 01-19-2012

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Statement of responsibilities
The board of directors, Texas Instruments Incorporated

Purpose

The primary function of the Committee is to (1) discharge the Board's responsibilities relating to compensation of the Company's executive officers; (2) oversee the Company's compensation practices relating to other key personnel; (3) administer the Company's Executive Officer Performance Plan, Long-Term Incentive Plans and Employees Stock Purchase Plans; (4) oversee the administration of the Company's pension, profit sharing, 401(k), deferred compensation, health and other employee benefit plans, together with all predecessor, successor and related plans (all such plans referred to in (3) and (4) above hereinafter referred to as “Plans”); and (5) review and recommend to the boards of directors of TI subsidiaries the institution and termination of, revisions in, and actions under employee benefit plans of subsidiaries.

In discharging its oversight role, the Committee is authorized to study or investigate any matter of interest or concern that the Committee deems appropriate. The Committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, legal counsel or other adviser (together, “Adviser”).

Membership

The Committee will be composed of not less than three (3) members of the Board, all of whom (i) have been determined by the Board to be “independent” in accordance with the rules of The NASDAQ Stock Market (“NASDAQ”) and TI's Corporate Governance Guidelines; and (ii) are “outside directors” as described in Section 162(m) of the Internal Revenue Code of 1986 and regulations promulgated thereunder. The members and the chair and, if any, the vice chair shall be appointed by a majority of the whole Board.

A majority of the Committee will constitute a quorum for the transaction of business.

Duties and responsibilities of the committee

  • The Committee will (1) review the performance of the chief executive officer (CEO) and determine his compensation and (2) set the compensation of executive officers of the Company (within the meaning of Rule 3b-7 of the Securities Exchange Act of 1934 as amended from time to time) other than the CEO.
  • In connection with determining the CEO's compensation, the Committee may consult with directors determined by the Board to be “independent” in accordance with NASDAQ rules and TI's Corporate Governance Guidelines. The CEO will not be present during deliberations or voting concerning his or her compensation.
  • The Committee has authority to take action without specific prior approval of the Board, and periodically advise the Board on the delegation of the Committee's power, authority and rights (with authority to redelegate) with respect to the Plans as it deems appropriate to one or more committees of the Board established or delegated authority for such purpose, or (except with respect to compensation of the Company's executive officers) to one or more employees or committees of employees.
  • The Committee will review and comment on the Compensation Discussion and Analysis and approve an annual Compensation Committee Report to be included in the Company's annual proxy statement.
  • The Committee will review the following and recommend action by the Board:
    • The institution and termination of, revisions in, and actions under the Plans that (i) increase benefits only for officers of the Company or disproportionately increase benefits for officers of the Company more than other employees of the Company, or (ii) require or permit the issuance of stock of the Company.
    • Revisions in and actions under the Plans that are required to be approved by the Board.
    • Reservation of authorized and unissued Company common stock for issuance upon exercise of grants under the Plans, for use in payments of grants or awards under the Plans or as contributions or sales to any Plan trustee.
  • The Committee will be directly responsible for the appointment, compensation and oversight of the work of any Adviser retained by the Committee. The Company will provide appropriate funding, as determined by the Committee, for payment of reasonable compensation to any Adviser retained by the Committee.
  • To the extent required by the NASDAQ rules, the Committee will select, or receive advice from, an Adviser only after taking into consideration each of the following factors:
    • The provision of other services to the Company by the Adviser's employer.
    • The amount of fees received from the Company by the Adviser's employer as a percentage of that employer's total revenue.
    • The policies and procedures of the Adviser's employer that are designed to prevent conflicts of interest.
    • Any business or personal relationship of the Adviser with a member of the Committee.
    • Any stock of the Company owned by the Adviser.
    • Any business or personal relationship of the Adviser or the Advisor's employer with an executive officer of the Company.
  • Annually the Committee will (1) conduct a performance evaluation of the Committee and (2) review and assess the adequacy of this Statement of Responsibilities.
  • The Committee will engage in any other activities that it deems to be necessary or appropriate in furtherance of its purpose, duties and responsibilities.

Adopted: 01-25-74

Amended: 02-21-2013

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Statement of responsibilities
The board of directors, Texas Instruments Incorporated

Purpose

The primary function of the Committee is to consider and make recommendations to the Board with respect to the Company's corporate governance guidelines, the structure and function of the Board and Board committees, nominees for Board vacancies and for election as directors at the annual meeting of stockholders, succession planning by the Company, the relationship between the Company and its stockholders, the Company's position on relevant public policy issues, and the Company's support of socially beneficial efforts.

In discharging its role, the Committee is authorized to study or investigate any matter of interest or concern that the Committee deems appropriate, and to retain outside counsel or other experts for this purpose.

Membership

The Committee will be composed of not less than three (3) members of the Board, all of whom have been determined by the Board to be "independent" in accordance with the rules of The NASDAQ Stock Market and TI's Corporate Governance Guidelines. The members and the chair and, if any, the vice chair shall be appointed by a majority of the whole Board. A majority of the Committee will constitute a quorum for the transaction of business.

Duties and responsibilities of the committee

  • The Committee will review the following and recommend action by the Board:
    • Based on criteria established by the Board:
      • Potential nominees (including those recommended by stockholders) for election as directors at the annual meeting of stockholders, and
      • Persons to fill vacancies on the Board.
    • Membership of Board Committees.
    • Structure, size and composition of the Board and compensation of Board members.
    • Organization and responsibilities of appropriate Board Committees.
    • Development and revision of the Company's Corporate Governance Guidelines.
    • Revisions in other Board statements of policy and adoption of new statements of policy.
    • Any question concerning a potential conflict of interest involving a Board member that the Secretary of the Company raises pursuant to the Company's conflict of interest policy.
    • Persons to be elected executive officers of the Company (within the meaning of Rule 3b-7 of the Securities Exchange Act of 1934, as amended from time to time).
    • Responses to proposals submitted by stockholders.
  • The committee will:
    • Annually review succession plans for top management positions within the Company, including the early identification and development of high-promise individuals, and report to the Board such observations as the Committee deems appropriate; or ensure that the Board will conduct such annual review.
    • Elect officers of the Company, other than executive officers, annually and from time to time, and periodically advise the Board.
    • Annually oversee a performance evaluation of the Board and conduct a performance evaluation of the Committee.
    • Periodically review the following matters and report to the Board such observations and information thereon as the Committee deems appropriate:
      • Matters bearing on the relationship between the Company and present or potential stockholders, including communications received from stockholders.
      • The legislative priorities of the Company.
      • Public issues identified by the Company as likely to generate expectations of the Company by stockholders, employees, customers, vendors, governments and the public, and the Company's position regarding those issues.
      • The scope of activities of any Company political action committee, employee political donation program or any similar arrangement involving the Company or employees or directors acting on the Company's behalf.
      • The publication "Code of Conduct." The committee recognizes Audit Committee responsibility for compliance with the "conflict of interest policy" of the Company.
      • The Company's contribution policy and adherence to that policy; the Company's support of socially beneficial efforts, including membership in business organizations and contributions to charity and education; and the contribution policy and activities of the TI Foundation.
  • The Committee will from time to time review the general responsibilities, functions and liabilities of the Board and its members, and report to the Board such observations and information thereon as the Committee deems appropriate.
  • The Committee may review and recommend to the Boards of directors of TI subsidiaries the election of officers and directors of those subsidiaries and periodically advise the Board.
  • The Committee will engage in any other activities that it deems to be necessary or appropriate in furtherance of its purpose, duties and responsibilities.

Adopted: 04-17-74

Amended: 04-21-2016

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