(Adopted April 25, 2013)
The Board of Directors (the “Board”) of Rambus Inc. (the “Company”) has adopted these corporate governance guidelines to serve as a flexible and general framework for governance of the Company and to help the Board fulfill its responsibilities to stockholders in this regard. These guidelines are subject to future amendments or modifications as the Board may deem necessary or advisable, and should be interpreted in the context of all applicable laws and governing legal documents, such as the Company’s Certificate of Incorporation and Bylaws.
The Board is responsible for ensuring that the Company is managed in a competent and ethical manner in the interests of stockholders. The Board selects the Chief Executive Officer (“CEO”) and monitors the performance of the CEO and the executive management team, who are responsible for the day-to-day operation of the Company’s business.
Our directors are expected to be proactive, to ask probing questions of management and to obtain accurate, comprehensive and honest information. Our directors rely on the advice, reports and opinions of management, counsel and expert advisors. The Board evaluates the qualifications of those it relies upon for information and advice, and also considers the process used by them for gathering and analyzing information and forming recommendations.
Directors are selected to bring to the Company a wide range of relevant experience, knowledge and judgment. The governance structure of the Company is designed to enable effective oversight through appropriate monitoring of processes and results associated with regulatory compliance, governance and compensation practices, and business strategy and performance. The Board and its committees conduct periodic assessments of their effectiveness and make continuous improvements.
1. Independent Chairperson
The Board believes the positions of Chairperson of the Board and CEO should be held by separate persons as a sound corporate governance principle. Therefore, the Board will elect a Chairperson from among the independent directors on the Board.
2. Role of Independent Chairperson
The Chairperson acts as the presiding director at Board meetings, calls and organizes such meetings and manages the agendas thereof. The Chairperson also manages the affairs of the Board, and works with the Board and its committees to ensure that the Board is organized properly and functions effectively in performing its obligations and responsibilities. The Chairperson acts as a principal contact for the CEO and other members of the Board and management, as appropriate, for matters requiring the attention of the full Board.
In carrying out his or her responsibilities, for any matter that requires Board or committee approval, the Chairperson (or a committee chair or any single director) will not make commitments on behalf of the entire Board or the Company, unless specifically authorized by the Board or the applicable committee to do so within the parameters set forth in Board or committee resolutions, the Company's bylaws and pursuant to applicable law. Further, the Chairperson, while working closely with the CEO and other members of the Company's management, is not part of Company management and does not have an operating or external role or responsibility.
3. Responsibilities of Independent Chairperson
The Chairperson’s responsibilities include, without limitation, the following:
· Managing and presiding over the Board, and ensuring that the Board, its committees and individual Board members effectively carry out their duties.
· Coordinating the agendas, information packages and related events for Board meetings in conjunction with Company management.
· Working with Company management to present timely and appropriate information about the Company’s activities and plans to the Board
· Coordinating with and responding to feedback from directors and committee chairs in the management of Board and committee activities.
· Reviewing annual evaluations of Board effectiveness and working with the Board to make improvements.
· Presiding over Board meetings in a manner that encourages the appropriate level of discussion, inquiry, and consideration of all matters presented for approval or evaluation by the Board.
· Directing the independent directors to meet in executive sessions in accordance with Nasdaq listing standards.
· Recommending to the Board the retention of advisors and consultants who report directly to the Board.
· Extending invitations to potential new directors to join the Board, with the Board’s authorization.
· Informing Company management of matters of concern to the Board, the Company's stockholders and other relevant stakeholders.
· Leading the annual evaluation of the performance of the Company’s CEO, and presenting feedback from the Board and Company management to the CEO.
· Leading the Board in managing succession for the Company’s CEO.
· Working with the Board and Company management on major business issues such as acquisitions, divestitures, and new strategic initiatives.
· Assisting the CEO in representing the Company to the industry and community.
The form and amount of director compensation will be determined by the Board, upon recommendation of the Compensation Committee, in accordance with such policies, principles and criteria as adopted by the Board. Management of the Company will report from time to time to the Compensation Committee on the status of Board compensation in relation to other comparable U.S. companies. The Compensation Committee will conduct periodic reviews of director compensation and will make recommendations to the Board to ensure that directors of the Company are compensated appropriately in light of their duties, expected contributions and the general demands placed on directors in the current environment.
If the Company restates its reported financial results, the Board will review the performance-based awards made to the executive officers, and, to the extent required by the provisions of the Dodd-Frank Act or any other clawback provision required by law or the listing standards of Nasdaq, the Company will seek to recover or cancel any such awards that were awarded as a result of achieving performance targets that would not have been met under the restated financial results. The Company continues to monitor the rule-making actions of the Securities and Exchange Commission and Nasdaq with respect to the implementation and disclosure of clawback policies. The Company will amend its recoupment policy in the future as required by applicable law.
The Chairman of the Board, with the assistance of the Compensation Committee, will conduct an annual review of the CEO's performance in relation to the accomplishment of corporate goals and objectives and the Company’s business and financial performance. The Board reviews the CEO’s performance to ensure that the current CEO is providing the best available leadership for the Company from a short, intermediate and long-term perspective.
The Corporate Governance/Nominating Committee will oversee the annual Board evaluation process in accordance with the charter and principles of that committee. As part of this process, directors will conduct evaluations of the effectiveness of the Board, its committees and individual directors. Findings and improvement plans will be submitted to the Corporate Governance/Nominating Committee and feedback will be communicated to the Board, its committees and individual directors.
The Board is responsible for selecting and appointing successors to the CEO and for annually electing the Company’s executive officers and certain other corporate officers. Pursuant to the Company’s bylaws, the Board may delegate authority to the CEO to appoint certain subordinate officers.
The Corporate Governance/Nominating Committee and Compensation Committee jointly conduct an annual review of corporate leadership development and succession planning, in accordance with the charters and principles of those committees. The committees then discuss issues or recommended actions with the Board. The CEO is expected to identify potential successors, and to discuss the qualifications of potential successors and the plans for their further development. In addition, the Company maintains, and the Board or Corporate Governance/Nominating Committee periodically reviews and recommends updates for emergency succession plans for the CEO and Chairperson of the Board.
The Company will have an orientation program for new directors. The orientation program will include presentations that review the Company's business strategies, its financial and accounting systems and risk management controls, its code of business conduct, its significant compliance programs, and its internal and independent auditing functions. The orientation should include an introduction to the Company's senior management, discussions regarding business and operations, visits to its corporate headquarters and, to the extent practicable, its significant facilities, and other matters that may be requested by the new director. Incumbent directors are also invited and encouraged to attend the orientation program.
The directors will also receive continuing education from time to time on their fiduciary duties and responsibilities, developments in applicable law and in other areas that are relevant to their Board service and shall comply with any continuing education requirements mandated by applicable rules or laws. Directors are also encouraged to attend seminars on these topics, as well as any education programs developed by Company management to provide directors with additional, detailed information relating to specific Company technologies, businesses, operations, and strategies.