NASDAQ: CRUS

Stock Quote: NASD

Last Price: 55.50

Change: -0.13 (-0.23%)

Open: 55.59

Previous Close: 55.63

Feb 23, 2017 03:59 PM Pricing delayed 20 minutes

Corporate Governance

The Board of Directors of Cirrus Logic (the “Company”) sets high standards for the Company’s employees, officers and directors. Implicit in this philosophy is the importance of sound corporate governance. It is the duty of the Board of Directors to serve as a prudent fiduciary for shareholders and to oversee the management of the Company’s business. To fulfill its responsibilities and to discharge its duty, the Board of Directors follows the procedures and standards that are set forth in these guidelines. These guidelines are subject to modification from time to time as the Board of Directors deems appropriate in the best interests of the Company or as required by applicable laws and regulations.

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:

  • 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.

  • The Governance 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.

  • 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 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.

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.

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 by contacting EthicsPoint, an independent reporting system provider, via the following link:

https://www.ethicspoint.com/

Any questions, comments, or reports of misconduct that you provide through EthicsPoint will be forwarded to us on a completely confidential and anonymous basis.

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.

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