Corporate Governance Principles

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 Principles 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:

1. 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.
2. 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.
3. The Compensation 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.

Our Board of Directors has updated and affirmed the Corporate Governance Principles and the charters of each of the Board Committees. These principles and charters, along with the Code of Conduct, form the foundation for the governance of Cirrus Logic.

Responsible Corporate Citizenship

Cirrus Logic has long held high ethical standards in all of our business dealings.

In keeping with our standards, the Cirrus Logic Code of Conduct applies to all directors and employees of the company, including the chief executive officer, the chief financial officer, the principal accounting officer and other senior financial officers.

We believe our business success depends on our reputation for maintaining the highest standards of conduct.

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 Corporate Code of Conduct. Our Corporate Code of Conduct is simple and straightforward, providing a written set of policies as to how we conduct our business affairs.

Please take some time to review our Corporate Code of Conduct. If you find that you are unclear on an issue of misconduct, or you have other concerns regarding our Code, we encourage you to seek additional guidance and express those concerns. Any questions, comments, or reports of misconduct that you provide will be forwarded to us by EthicsPoint on a completely confidential and anonymous basis.

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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.