Governance Guidelines
Cirrus Logic is committed to sound principles of corporate governance. Our policies help ensure that our
company is managed with integrity, in the best interests of our stakeholders, including our stockholders,
customers, suppliers, employees and the communities in which we operate.
Our Governance Guidelines address matters such as composition and size of the Board, director qualifications,
independence of directors, director responsibilities, frequency of Board meetings and the Board’s access to
members of management and outside experts.
The Board has the following three standing committees:
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The Audit Committee, which assists the Board in
oversight of the quality and integrity of our accounting, auditing and financial reporting practices
and the audits of financial statements.
Audit
Committee Charter.
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The Compensation and Human Resources Committee,
which is comprised solely of outside (non-employee) directors and assists the Board in fulfilling
its responsibilities to oversee our compensation, stock-based compensation and other benefit plans
and development of its management personnel.
Compensation and Human Resources Committee Charter.
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The Governance and Nominating Committee, which
reviews and advises on Board organization, membership and function; advises on committee structure
and membership; considers and recommends candidates for election to director positions; and assists
the Board in matters relating to governance and succession.
Governance and Nominating Committee Charter.
Our Board of Directors has updated and affirmed the charters of each of the Board Committees. These charters,
along with the Code of Conduct and the Governance Guidelines, form the foundation for the governance of Cirrus Logic.
In addition to our Governance Guidelines, the Board has also adopted other policies to encourage business
integrity, including a “clawback” policy that authorizes the Company to recoup incentive compensation awards
paid to an executive officer in the event of a material restatement of our financial results. A copy of our
“clawback” policy may be found here.
Corporate Code of Conduct
Cirrus Logic is committed to promoting integrity, honesty and professionalism, and maintaining the highest
standards of ethical conduct in all of our activities. To help foster that environment, we have adopted a
simple and straightforward Corporate Code of
Conduct, which provides a written set of policies as to how we conduct our business affairs and
provides a mechanism to report any complaints or concerns.
If you would like to report any inappropriate, illegal, or criminal conduct by any employee, agent, or
representative of Cirrus Logic; any violation of Cirrus Logic’s Code of Conduct or other policies; or any
complaint or concern regarding accounting, internal accounting controls, or auditing matters, you may file
an anonymous and confidential report with EthicsPoint, an independent reporting system provider, through its
website via the following link:
http://cirruslogic.ethicspoint.com/
Insider Trading Policy
Cirrus Logic, Inc. is committed to the highest standards of ethics, as well as to full compliance with all
applicable rules and regulations. Our Insider Trading Policy implements that commitment with respect to the prevention of
insider trading by the Company and its directors, officers and employees.
Charitable & Political Contribution Policies
Charitable
Contribution Policy
Political
Contribution Policy