Intel 2003 Annual Report Download - page 25

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Table of Contents
Index to Financial Statements
Directors and officers are encouraged to be stockholders of the company through their participation in the company’s stock option and
employee stock participation plans. Stock ownership guidelines have been established by the Board of Directors for independent directors and
corporate officers to better ensure that they each maintain an equity stake in the company, and by doing so appropriately link their interests
with those of the other stockholders. These guidelines provide that, within a five-year period following appointment or election, the covered
individuals should attain and hold an investment position (not including unexercised stock options) of no less than a specified number of shares
of Intel stock (for officers, approximating three to five times the sum of their base salary and annual incentive target, depending on the
individual’s scope of responsibilities, and a similar guideline for independent directors). Directors and officers may not invest in (purchase or
otherwise receive, or write) derivatives of Intel securities, e.g., puts and calls on Intel securities (with limited exceptions) or enter into any
“short sales” or “short positions” with respect to Intel securities. A short position is one in which the person will profit if the market price of
Intel securities either remains the same or decreases. Intel considers it inappropriate and contrary to the interests of Intel and its stockholders
for directors and officers to take investment positions when the person would obtain a personal benefit in such a case.
22
•
The Audit, Compensation, Corporate Governance and Nominating Committees consist entirely of independent directors.
• The annual cycle of agenda items for Board meetings is expected to change on a periodic basis to reflect Board requests and
changing business and legal issues. The Board will have regularly scheduled presentations from Finance, Sales and Marketing, and
the major business segments and operations of the company. The Board’s annual agenda will include, among other items, the long-
term strategic plan for the company, capital projects, budget matters and management succession.
• The Board has access to contact and meet with any Intel employee. The Board has a program for members, when traveling, to make
arrangements in advance to visit Intel sites and meet with local management and other employees on a worldwide basis.
•
The Chief Executive Officer reports at least annually to the Board on succession planning and management development.
•
At least annually, the Board evaluates the performance of the Chief Executive Officer and other senior management personnel.
•
The Board has a process whereby the Board and its members are subject to periodic self
-
evaluation and self
-
assessment.
• The Board works with management to schedule new-director orientation programs and director continuing education programs. The
orientation programs are designed to familiarize new directors with the company’
s businesses, strategies and challenges, and to assist
new directors in developing and maintaining skills necessary or appropriate for the performance of their responsibilities. Continuing
education programs for Board members may include a mix of in
-
house and third
-
party presentations and programs.