Texas Instruments 2014 Annual Report Download - page 84

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PROXY STATEMENT
Annual meeting attendance
It is a policy of the board to encourage directors to attend each annual meeting of stockholders. Such attendance allows for direct
interaction between stockholders and board members. In 2014, all directors attended TI’s annual meeting of stockholders.
Director independence
The board has determined that each of our directors is independent except for Mr. Templeton. In connection with this determination,
information was reviewed regarding directors’ business and charitable affiliations, directors’ immediate family members and their
employers, and any transactions or arrangements between the company and such persons or entities. The board has adopted the
following standards for determining independence.
A. In no event will a director be considered independent if:
1. He or she is a current partner of or is employed by the company’s independent auditors;
2. A family member of the director is (a) a current partner of the company’s independent auditors or (b) currently employed by the
company’s independent auditors and personally works on the company’s audit;
3. Within the current or preceding three fiscal years he or she was, and remains at the time of the determination, a partner in or a
controlling shareholder, an executive officer or an employee of an organization that in the current year or any of the past three
fiscal years (a) made payments to, or received payments from, the company for property or services, (b) extended loans to or
received loans from, the company, or (c) received charitable contributions from the company, in an amount or amounts which, in
the aggregate in such fiscal year, exceeded the greater of $200,000 or 2 percent of the recipient’s consolidated gross revenues
for that year (for purposes of this standard, “payments” excludes payments arising solely from investments in the company’s
securities and payments under non-discretionary charitable contribution matching programs); or
4. Within the current or preceding three fiscal years a family member of the director was, and remains at the time of the
determination, a partner in or a controlling shareholder or an executive officer of an organization that in the current year or
any of the past three fiscal years (a) made payments to, or received payments from, the company for property or services,
(b) extended loans to or received loans from the company, or (c) received charitable contributions from the company, in an
amount or amounts which, in the aggregate in such fiscal year, exceeded the greater of $200,000 or 2 percent of the recipient’s
consolidated gross revenues for that year (for purposes of this standard, “payments” excludes payments arising solely from
investments in the company’s securities and payments under non-discretionary charitable contribution matching programs).
B. In no event will a director be considered independent if, within the preceding three years:
1. He or she was employed by the company (except in the capacity of interim chairman of the board, chief executive officer or
other executive officer, provided the interim employment did not last longer than one year);
2. He or she received more than $120,000 during any twelve-month period in compensation from the company (other than
(a) compensation for board or board committee service, (b) compensation received for former service lasting no longer than one
year as an interim chairman of the board, chief executive officer or other executive officer and (c) benefits under a tax-qualified
retirement plan, or non-discretionary compensation);
3. A family member of the director was employed as an executive officer by the company;
4. A family member of the director received more than $120,000 during any twelve-month period in compensation from the
company (excluding compensation as a non-executive officer employee of the company);
5. He or she was (but is no longer) a partner or employee of the company’s independent auditors and worked on the company’s
audit within that time;
6. A family member of the director was (but is no longer) a partner or employee of the company’s independent auditors and
worked on the company’s audit within that time;
7. He or she was an executive officer of another entity at which any of the company’s current executive officers at any time during
the past three years served on that entity’s compensation committee; or
8. A family member of the director was an executive officer of another entity at which any of the company’s current executive
officers at any time during the past three years served on that entity’s compensation committee.
C. No member of the Audit Committee may accept directly or indirectly any consulting, advisory or other compensatory fee from the
company, other than in his or her capacity as a member of the board or any board committee. Compensatory fees do not include
the receipt of fixed amounts of compensation under a retirement plan (including deferred compensation) for prior service with the
company (provided that such compensation is not contingent in any way on continued service). In addition, no member of the Audit
Committee may be an affiliated person of the company except in his or her capacity as a director.