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(Adopted April 24, 2013)
The Audit Committee (the “Committee”) assists the Board of Directors (the “Board”) in fulfilling its responsibility for oversight of the quality and integrity of the Company’s accounting and financial reporting processes, its system of internal accounting controls and the auditing of the Company’s financial statements. The Company’s independent auditors report directly to the Committee, which has sole responsibility for the appointment (subject to shareholder ratification), compensation, retention, and oversight of the independent auditors and for confirming their independence. The Committee also oversees the Company’s internal audit function. The Committee is responsible for oversight of the Company’s processes to manage financial risk and processes for compliance with significant applicable legal, ethical, and regulatory requirements related to accounting and financial reporting matters.
The Committee’s function is one of oversight, and thus the Committee does not serve to relieve the Company’s management of its responsibility to prepare accurate and fairly presented financial statements in accordance with generally accepted accounting principles. Although the Committee is directly responsible for the appointment, compensation, retention and oversight of the independent auditors, the Committee’s function does not relieve the independent auditors of their responsibilities relating to the audit or review of the Company’s financial statements.
The Committee will consist of at least three directors, who must meet the following criteria:
The Corporate Governance/Nominating Committee recommends and the Board appoints the members and Chairperson of the Committee, provided that if the Board has not appointed a Chairperson, the Committee may do so. The Board may remove any member from the Committee at any time with or without cause.
Without limiting its scope, the Committee’s roles and responsibilities will include the following:
Financial Statements, SEC Reports and Other Disclosure
Processes, Controls and Risk Management
Meetings. The Committee will hold meetings at least quarterly, generally in conjunction with both a regular meeting of the Board and the publishing of the Company's quarterly and annual financial statements. The Committee will keep regular minutes of its meetings, and will regularly update the Board about Committee activities and findings.
Executive Sessions. The Committee will meet periodically in executive sessions, without Company management present, at such times as it deems appropriate to review the financial affairs of the Company and to fulfill the Committee's responsibilities under this charter. The executive sessions will include periodic meetings separately with (a) each of the Chief Executive Officer and the Chief Financial Officer of the Company, as needed, (b) the independent auditors, (c) the Internal Auditor, and (d) the Company's compliance officers, as needed.
Subcommittees. The Audit Committee shall not delegate any of its responsibilities to any non-Committee members. To the extent permitted by applicable laws, regulations and listing standards, including independence requirements, the Committee may, as deemed appropriate in its sole discretion, (a) delegate to one or more designated Committee members the authority to pre-approve audit and permissible non-audit services, (b) create and delegate responsibilities to subcommittees consisting of two or more Committee members, and (c) revoke any such delegation at any time, with or without cause. Such designees and subcommittees will promptly report activities and decisions to the full Committee at a subsequent regularly scheduled meeting.
Resources and Advisers. The Committee has the authority to engage consultants and legal advisers as deemed necessary or appropriate, and sole authority to approve the fees and retention terms for and terminate any such consultants and legal advisers. The Company will provide the Committee with the funding and other resources the Committee deems necessary or appropriate to fulfill its responsibilities, including funding to pay for ordinary administrative expenses, and fees to consultants, advisors and the independent auditors.
Unless the Board, the Company's Bylaws or this charter provides otherwise, the Committee may make, alter or repeal rules for the conduct of its affairs. All references to specific statutes or regulations in this charter are to such statutes or regulations as they may be amended from time to time in the future.
J. Thomas Bentley
2012 Annual Report
2011 Annual Report
2010 Annual Report
PDF, 338.94 kB
Reconciliation of Non-GAAP Financial Measures