Governance Overview

Corporate Governance

Cirrus Logic and our Board of Directors are committed to operating under the highest standards of integrity, honesty and ethical conduct. Implicit in this philosophy is the importance of sound corporate governance, ensuring transparency, accountability and serving the interests of our shareholders. 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. It also oversees the company’s environmental, social and governance programs with assistance from the three standing Committees. 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 shareholders, 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.
    Audit Committee Charter.

  • 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.

  • 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.