Investor Presentaiton
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 (RSUS) 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. Since April 17, 2015, the committee members have been Mr. Sanders
(chair), Ms. Cox and Mr. Kirk. The G&SR Committee is generally responsible for:
Making recommendations to the board regarding:
о The development and revision of our corporate governance principles.
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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.
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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.
o Public issues likely to affect the company.
• Responses to proposals submitted by stockholders.
Reviewing:
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Contribution policies of the company and the TI Foundation.
。 Scope of activities of the company's political action committee.
• Revisions to TI's code of conduct.
• 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 2016. The G&SR Committee holds regularly scheduled meetings and reports its activities
to the board. Please see "Director candidate recommendations" and "Stockholder nomination of directors" for a discussion of
stockholder nominations and recommendations and "Communications with the board" for details on how to contact 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 of the independent directors 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. Sanchez to serve as
lead director. The duties of the lead director are to:
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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;
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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.
TEXAS INSTRUMENTS
2017 PROXY STATEMENT
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