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The Board should be free to make this choice any way that seems best for the Corporation at a given point in time.
The Board does not have a policy on whether or not the roles of Chief Executive Officer and Chairman should be separate and, if they are to be separate, whether the Chairman should be selected from the non-employee Directors or be an employee.
The Board has 11 members in accordance with the Corporation's Bylaws, and periodically reviews the appropriate size of the Board. The Board also has 2 Emeritus Directors at present who participate in meetings but do not vote. The Board does not have a policy on the number of Emeritus Directors.
The Board believes that there should be a majority of independent Directors on the Board. However, the Board is willing to have members of Management, in addition to the Chief Executive Officer, as Directors.
The Corporation complies with the Nasdaq National Market Issuer requirements for independent directors (Section 6(c) of Schedule D to the NASD Bylaws).
The Nominating Committee is responsible for reviewing with the Board from time to time the appropriate skills and characteristics required of Board members in the context of the current make-up of the Board. This assessment should include issues of diversity, age, skills such as understanding of manufacturing, technology, finance and marketing, and international background - all in the context of an assessment of the perceived needs of the Board at that point in time.
The Board should be responsible for selecting its own members. The Board delegates the screening process involved to the Nominating Committee.
The Board does not believe that directors who retire or change from the position they held when they came on the Board should necessarily leave the Board. There should, however, be an opportunity for the Board, via the Nominating Committee, to review the continued appropriateness of Board membership under these circumstances.
The Board does not believe it should establish term limits. While term limits could help insure that there are fresh ideas and viewpoints available to the Board, they hold the disadvantage of losing the contribution of directors who over time have developed increasing insight into the Corporation and its operations and therefore provide an increasing contribution to the Board as a whole.
The Board has adopted a retirement policy for officer and directors. Under the policy, inside directors, other than the CEO or former CEO, who are also employees of the Corporation retire from the Board at the same time they relinquish their corporate officer title.
It is appropriate for the staff of the Corporation to report from time to time to the Compensation Committee on the status of Board compensation in relation to other large U.S. companies.
Changes in Board compensation, if any, should come at the suggestion of the Compensation Committee, but with full discussion and concurrence by the Board.
Board meetings are scheduled in advance typically every other month for a full day. Typically, the meetings are held at the Corporation's headquarters in Santa Clara, CA, but occasionally a meeting is held at another Intel facility.
The Chairman of the Board and the Secretary of the Corporation draft the agenda for each Board meeting and distribute it in advance to the Board.
Each Board member is free to suggest the inclusion of items on the agenda.
Information and data that is important to the Board's understanding of the business should be distributed in writing to the Board before the Board meets.
As a general rule, materials on specific subjects should be sent to the Board members in advance so that Board meeting time may be conserved and discussion time focused on questions that the Board has about the material. Sensitive subject matters may be discussed at the meeting without written materials being distributed in advance or at the meeting.
The Board has complete access to any Intel employee.
The Board encourages Management to schedule managers to present at Board Meetings who: (a) can provide additional insight into the items being discussed because of personal involvement in these areas, or (b) have future potential that Management believes should be given exposure to the Board.
The Board's policy is to have a separate meeting time for the outside directors regularly scheduled at least twice a year during the regularly scheduled Board Meetings. The outside directors present will select the director who will assume the responsibility of chairing the regularly scheduled meetings of outside directors or other responsibilities which the outside directors as a whole might designate from time to time.
The current five Committees are Executive, Audit & Finance, Compensation, Nominating, and Stock Option. There will, from time to time, be occasions on which the Board may want to form a new committee or disband a current committee depending upon the circumstances.
The Audit & Finance Committee recommends the Corporation's certified public accountants for approval by the Board, and monitors the effectiveness of the audit effort, the Corporation's internal financial and accounting organization and controls and financial reporting.
The Nominating Committee makes recommendations to the Board regarding the size and composition of the Board, establishes procedures for the nomination process, recommends candidates for election to the Board and nominates officers for election by the Board.
The Compensation Committee reviews and approves salaries and other matters relating to compensation of the executive officers of the Corporation.
The Stock Option Committee administers the Corporation's stock option plans, including the review and grant of stock options to all eligible employees under the Corporation's existing stock option plans.
The Board is responsible, after consultation with the Chairman, and with consideration of the desires of individual Board members, for the assignment of Board members to various committees.
The Chairman of the Board, in consultation with the Secretary of the Corporation, the Committee Chairman and appropriate members of Management, will determine the frequency and length of the Committee meetings and develop the Committee's agenda. The Committee agenda and meeting minutes of the Audit & Finance Committee, Compensation Committee and Nominating Committee will be shared with the full Board, and other Board members are welcome to attend Committee meetings.
The Compensation Committee conducts, and reviews with the outside directors, an evaluation annually in connection with the determination of the salary and executive bonus of all officers (including the Chief Executive Officer).
The Chief Executive Officer reviews succession planning and management development with the Board on an annual basis.
The Board believes that Management speaks for the Corporation. Individual Board members may, from time to time, meet or otherwise communicate with various constituencies that are involved with the Corporation, but it is expected that Board members would do this with the knowledge of Management and, in most instances, at the request of Management.