*The guidelines represent the
current position of the board on various corporate governance
matters; the board may, in its sole discretion, amend the
guidelines from time to time if it deems it appropriate to do so
in order to serve the best interests of the company and its
TI's policies and practices have evolved over time, adapting to the needs of the company, stockholders and employees. In addition, our codes of conduct, commitment to quality and compliance at every level of operation ensure that employees and board members are held to the highest ethical standards. The current version of the company's corporate governance guidelines follows.
In furtherance of the broad
policies for guidance of the organization referred to above, the
chief executive officer may, as he deems appropriate, approve
standard procedures that provide instructions and
interpretations for the guidance of employees.
Composition of board and commitments
The Governance and Stockholder Relations Committee will from time to time review and recommend to the board (a) potential nominees (including those recommended by stockholders) for election as directors at the annual meeting of stockholders and (b) persons to fill vacancies on the board, taking into account the following criteria:
In this regard, the Governance and Stockholder Relations Committee will consider the number of other boards of directors on which a prospective board member serves.
Composition of the board
Director resignation policy
Functioning of the Board and its committees
The TI board of directors will
provide the opportunity for each board member to be sufficiently
informed about TI plans, operations and performance as to
satisfy his or her duty of care.
The board recognizes that one of
its vital concerns is to ensure an orderly succession of the
management chain. TI will attract, develop and retain talented
managers and assure a succession of those most talented for top
management positions, in particular, the position of chief
Compensation of Board Members
The board, upon recommendation
from the Governance and Stockholder Relations Committee will
establish appropriate compensation for board members from time
to time. Until a change appears appropriate, members of the
board who are not officers of TI will receive an annual retainer
of $80,000; the chair of the Audit Committee will receive an
additional annual retainer of $20,000; the chair of the
Compensation Committee will receive an additional annual
retainer of $10,000; and the chair of the Governance and
Stockholder Relations Committee will receive an additional
annual retainer of $10,000.
Under the Texas Instruments 2003 Director Compensation Plan, new members of the board who are not officers of TI will be awarded 2,000 restricted stock units. Also, each member of the board who is not an officer of TI will be annually granted a 10-year option to purchase 7,000 shares of TI common stock and 2,500 restricted stock units. Each restricted stock unit represents one share of company common stock.
To be considered “independent,” a director must be determined to have no material relationship with the company other than as a director. In accordance with New York Stock Exchange listing standards, the board has adopted the following standards for determining director independence.
For purposes of these independence determinations, “immediate family member” will have the same meaning as under the NYSE rules.