Texas Instruments 2015 Annual Report Download - page 87

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PROXY STATEMENT
The Compensation Committee’s charter provides that it may delegate its power, authority and rights with respect to TI’s long-term
incentive plans, employee stock purchase plan and employee benefit plans to (i) one or more committees of the board established or
delegated authority for that purpose; or (ii) employees or committees of employees except that no such delegation may be made with
respect to compensation of the company’s executive officers.
Pursuant to that authority, the Compensation Committee has delegated to a special committee established by the board the authority to
grant a limited number of stock options and restricted stock units under the company’s long-term incentive plans. The sole member of
the special committee is Mr. Templeton. The special committee has no authority to grant, amend or terminate any form of compensation
for TI’s executive officers. The Compensation Committee reviews the grant activity of the special committee.
Governance and Stockholder Relations Committee
All members of the G&SR Committee are independent. From April 19, 2013 to April 17, 2014, the committee members were
Ms. Whitman (Chair), Mr. Carp and Mr. Sanders, with Mr. Kirk joining the committee on September 19, 2013. Since April 18, 2014, the
committee members have been Mr. Sanders (chair), Mr. Carp, Ms. Cox and Mr. Kirk. The G&SR Committee is generally responsible for:
•฀ Making recommendations to the board regarding:
○The development and revision of our corporate governance principles.
○The size, composition and functioning of the board and board committees.
○Candidates to fill board positions.
○Nominees to be designated for election as directors.
○Compensation of board members.
○Organization and responsibilities of board committees.
○Succession planning by the company.
○Issues of potential conflicts of interest involving a board member raised under TI’s conflict of interest policy.
○Election of executive officers of the company.
○Topics affecting the relationship between the company and stockholders.
○Public issues likely to affect the company.
○Responses to proposals submitted by stockholders.
•฀ Reviewing:
○Contribution policies of the company and the TI Foundation.
○Revisions to TI’s code of ethics.
•฀ Electing officers of the company other than the executive officers.
•฀ Overseeing an annual evaluation of the board and the committee.
The G&SR Committee met seven times in 2014. The G&SR Committee holds regularly scheduled meetings and reports its activities
to the board. Please see page 75 for a discussion of stockholder nominations and page 77 for a discussion of communications with
the board.
Board leadership structure
The board’s current leadership structure combines the positions of chairman and CEO, and includes a lead director who presides at
executive sessions and performs the duties listed below. The board believes that this structure, combined with its other practices (such
as (a) including on each board agenda an opportunity for the independent directors to comment on and influence the proposed strategic
agenda for future meetings and (b) holding an executive session at each board meeting), allows it to maintain the active engagement of
independent directors and appropriate oversight of management.
The lead director is elected by the independent directors annually. The independent directors have elected Mr. Sanders to serve as lead
director. The duties of the lead director are to:
•฀ Preside at all meetings of the board at which the chairman is not present, including executive sessions of the independent
directors;
•฀ Serve as liaison between the chairman and the independent directors;
•฀ Approve information sent to the board;
•฀ Approve meeting agendas for the board;
•฀ Approve meeting schedules to assure that there is sufficient time for discussion of all agenda items; and
•฀ If requested by major shareholders, ensure that he or she is available for consultation and direct communication.