Governance Summary
- The entire board of directors is elected annually by stockholders.
- In the election of directors, stockholders have cumulative voting rights.
- A majority of the current board’s members are independent of management.
- The board has adopted written Corporate Governance Guidelines that establish the board’s duties and responsibilities.
- We have three standing committees, each comprised solely of non-management members.
- Each board committee has a written charter that establishes its duties and responsibilities.
- The non-management members of our board meet regularly without management present.
- The board and each committee has full authority to hire independent accounting, legal and other advisors.
- The board and each committee are required to review their performance annually.
- Our independent auditors report directly to the audit committee.
- Our internal audit function reports directly to the audit committee.
- Well before enactment of the Sarbanes-Oxley Act, the board of directors adopted a Code of Business Conduct and Ethics that sets standards of behavior for all directors, officers and employees.
- The board of directors has adopted stock ownership guidelines for directors and executive officers.
- You can contact the Fairchild Semiconductor Board of Directors to report any matters of concern or to propose director nominations.
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