Intel 2004 Annual Report Download - page 22

Table of Contents
Board Responsibilities and Structure . The primary responsibilities of the Board of Directors are oversight, counseling and direction to
Intel’s management in the long-term interests of Intel and its stockholders. The Board’
s detailed responsibilities include: (a) selecting, regularly
evaluating the performance of, and determining the compensation of the Chief Executive Officer and other senior executives; (b) planning for
succession with respect to the position of Chief Executive Officer and monitoring management’s succession planning for other senior
executives; (c) reviewing and, where appropriate, approving Intel’s major financial objectives, strategic and operating plans and actions; (d)
overseeing the conduct of Intel’s business to evaluate whether the business is being properly managed; and (e) overseeing the processes for
maintaining Intel’s integrity with regard to its financial statements and other public disclosures and compliance with law and ethics. The Chief
Executive Officer, working with Intel’s other executive officers, has the authority and responsibility for managing Intel’s business in a manner
consistent with Intel’s standards and practices, and in accordance with any specific plans, instructions or directions of the Board. The Chief
Executive Officer and management are responsible for seeking the advice and, in appropriate situations, the approval of the Board with respect
to extraordinary actions to be undertaken by Intel.
The Board and its committees meet throughout the year on a set schedule, and also hold special meetings and act by written consent from
time to time as appropriate. Board agendas include regularly scheduled sessions for the independent directors to meet without management
present, and the Board’s Lead Independent Director leads those sessions. The Board has delegated various responsibilities and authority to
different Board committees as generally described below. Committees regularly report on their activities and actions to the full Board. Board
members have access to all Intel employees outside of Board meetings, and the Board has a program that encourages each director to visit
different Intel sites and events worldwide on a regular basis and meet with local management at those sites and events.
Board Committees and Charters. The Board currently has, and appoints the members of, standing Audit, Compensation, Corporate
Governance and Nominating, Executive and Finance Committees. Each member of the Audit, Compensation, and Corporate Governance and
Nominating Committees is an independent director in accordance with NASDAQ standards described above. Each of the Board committees
has a written charter approved by the Board. Copies of each charter, as well as the charter describing the position of Lead Independent Director,
are posted on the company’s web site at www.intc.com under the “Corporate Governance and Social Responsibility” section.
The Audit Committee assists the Board in its general oversight of Intel’s financial reporting, internal controls and audit functions, and is
directly responsible for the appointment, retention, compensation and oversight of the work of Intel’s independent auditors.
The Compensation Committee reviews and determines salaries, equity incentives and other matters relating to executive compensation,
and administers Intel’s stock option plans, including reviewing and granting stock options to executive officers. The Compensation Committee
also reviews and approves various other company compensation policies and matters.
The Corporate Governance and Nominating Committee reviews and reports to the Board on a periodic basis with regard to matters of
corporate governance, and determines the compensation to be paid to non-employee directors. The Board has adopted a set of Guidelines on
Significant Corporate Governance Issues, which are posted on the company’s web site at www.intc.com under the “Corporate Governance and
Social Responsibility” section. The Corporate Governance and Nominating Committee reviews and assesses the effectiveness of the
Guidelines, makes recommendations to the Board regarding proposed revisions to the Guidelines, and makes recommendations to the Board
regarding the size and composition of the Board. In addition, the Corporate Governance and Nominating Committee makes recommendations
to the Board regarding the agenda for Intel’s annual stockholders’ meetings, reviews stockholder proposals and makes recommendations to the
Board for action on such proposals.
The Corporate Governance and Nominating Committee is also responsible for reviewing with the Board, from time to time, the
appropriate skills and characteristics required of Board members in the context of the current makeup of the Board. This assessment includes
issues of diversity in numerous factors such as age; understanding of and experience in manufacturing, technology, finance and marketing; and
international experience and culture. These factors, and others as considered useful by the Committee, are reviewed in the context of an
assessment of the perceived needs of the Board at a particular point in time. As a result, the priorities and emphasis of the Committee and of the
Board may change from time to time to take into account changes in business and other trends, and the portfolio of skills and experience of
current and prospective Board members. The Corporate Governance and Nominating Committee establishes procedures for the nomination
process, recommends candidates for election to the Board and also nominates officers for election by the Board. Consideration of new Board
nominee candidates typically involves a series of internal discussions, review of information concerning candidates and interviews with
selected candidates. Candidates for nomination to the Board typically are suggested by Board members or employees. In 2004, the company
did not employ a search firm or pay fees to other third parties in connection with seeking or evaluating Board nominee candidates. The
Corporate Governance and Nominating Committee will
19