Corporate Governance Guidelines
The Board of Directors (the “Board”) of Synaptics Incorporated (the “Company”) has adopted these Corporate Governance Guidelines (these “Guidelines”) to assist and guide the Board in the exercise of its responsibilities. These Guidelines should be interpreted in accordance with any requirements imposed under applicable laws and regulations, the Nasdaq stock market, and the Company’s Certificate of Incorporation and Bylaws, as amended from time to time. The Board may review and amend these Guidelines from time to time.
These Guidelines are not intended to modify, extinguish, or in any other manner limit the indemnification, exculpation, and similar rights available to the Directors under applicable law, the Company’s Certificate of Incorporation or Bylaws, or indemnification agreements with Directors.
Director Selection Criteria
The Board shall consider and approve from time to time the criteria that it considers when evaluating and selecting prospective Director candidates. The Board shall have full authority to modify such criteria from time to time as it deems necessary or appropriate. The Board has delegated to the Nominations and Corporate Governance Committee of the Board (the “N&CG Committee”) the responsibility for assessing, on an annual basis, the requisite skills and characteristics required for new Directors as well as the composition of the Board as a whole.
In evaluating Director candidates, including Directors eligible for re-election, the N&CG Committee will consider the following factors:
- Background and accomplishments in the candidate’s respective field;
- Personal qualities and characteristics, accomplishments, and reputation in the business community;
- Understanding of the fiduciary responsibilities of a Director;
- Commitment to devote sufficient time and availability to the affairs of the Company, particularly in light of the number of boards on which such nominee may serve;
- Knowledge and contacts in the communities in which the Company conducts business and in the Company's business industry or other industries relevant to the Company's business;
- Knowledge and expertise in various fields deemed appropriate by the Board, such as engineering, marketing, production, distribution, technology, accounting, finance, and law;
- Fit of the candidate’s skills, experience, and personality with those of other Directors in maintaining an effective, collegial, and responsive Board;
- To the extent a candidate serves or has previously served on other boards, the candidate shall have a demonstrated history of actively contributing at board meetings;
- Whether a candidate’s background contributes to a mix of Board members that represents a diversity of background and experience, including gender diversity and representation of underrepresented groups, as may be required by applicable law or the Nasdaq stock market rules;
- Length of service;
- Independence and conflicts of interest; and
- Any other factors the N&CG Committee considers appropriate.
The N&CG Committee need not assign any particular weight or priority to any one factor.
Director Selection Process
The Board has delegated to the N&CG Committee the responsibility of identifying suitable candidates for nomination to the Board (including candidates to fill any vacancies or newly created directorships that may occur) and assessing their qualifications in light of the policies and principles in these Guidelines. The N&CG Committee will recommend prospective Director candidates for the Board’s consideration and review the prospective candidates’ qualifications with the Board. The Board shall retain the ultimate authority to nominate a candidate for election by the stockholders as a Director or to fill any vacancy or newly created directorship that may occur.
The Board and the N&CG Committee will assess from time to time the size and composition of the Board. The Board will consider an increase in the membership of the Board to accommodate the availability of an outstanding candidate or to meet other needs.
Change of Positions
All Directors are obligated to immediately inform the Board Chair and N&CG Committee Chair when they change the employment, director or other service positions or level of responsibility they held when they were elected to the Board. The Board and the N&CG Committee will consider whether such Directors should continue to serve on the Board in light of the changes. The Board does not necessarily believe that in every instance a Director who retires from or changes the positions held when the Director joined the Board should leave the Board, but there must be an opportunity for the Board, through the N&CG Committee, to review the continued appropriateness of Board membership under the circumstances.
Service on Other Boards
All Directors are obligated to inform the Board Chair and N&CG Committee Chair in advance of accepting an invitation to serve on the board of directors of another entity so that the potential for conflicts or other factors compromising the Director’s ability to perform the Director’s duties may be fully assessed. No Director may serve (i) on the boards of more than five public companies; or (ii) if the Director is the Chief Executive Officer and board member at a public company, on the boards of more than two public companies, unless the Board determines, based on the individual facts, that such other service will not interfere with service on the Board.
Each Director is expected to ensure that other existing and planned future commitments do not materially interfere with the Director’s service on the Board, and service on other boards must be consistent with the Company’s Code of Conduct. This includes compliance with antitrust law prohibitions on interlocking directorates, which bar an individual from serving on the Board or as an officer of the Company and a Company competitor simultaneously. The Company will conduct periodic reviews to ensure compliance with the foregoing.
Term and Age Limits
The Board does not believe it should establish term limits or a mandatory retirement age. While term limits and age limits could help ensure that there are fresh ideas and viewpoints available to the Board, both limitations involve the disadvantage of losing the contribution of Directors who have been able to develop, over a period of time, increasing insight into the Company and its operations and, therefore, provide an increasing contribution to the Board as a whole. As an alternative to these limitations, the N&CG Committee will review each Director's continuation on the Board at least every three years. This will allow each Director the opportunity to confirm their desire to continue as a member of the Board, and the Board, through the N&CG Committee, to consider the appropriateness of the Director's continued service.
The basic responsibility of Directors is to exercise their business judgment to act in what they reasonably believe to be the best interests of the Company and its stockholders. In discharging this obligation, Directors should be entitled to rely on the honesty and integrity of the Company's senior executives and its outside advisors and auditors. The Board has delegated to the officers of the Company the authority and responsibility for managing the Company’s everyday affairs. The Board has an oversight role and is not expected to perform or duplicate the tasks of the Company’s Chief Executive Officer or senior management.
The Board believes that management speaks for the Company. Individual Board members may, from time to time, meet or otherwise communicate with various constituencies that are involved with the Company. It is expected, however, that Board members would do this with the knowledge of management and, absent unusual circumstances or as contemplated by the committee charters, only at the request of management.
Each member of the Board is expected to make reasonable efforts to attend regularly scheduled meetings of the Board and to participate in teleconferences or other special meetings of the Board. If a Director does not attend at least 75% of those regular or special meetings (together with the meetings of committees on which such Director serves), the Company will be required to disclose that fact in the proxy statement for its annual meeting of stockholders. In addition, attendance and participation at meetings is an important component of the Directors’ duties and, as such, attendance rates will be taken into account by the N&CG Committee and the Board in connection with assessments of Director candidates for renomination as Directors. The Company also encourages all Directors to attend the annual meeting of stockholders.
The Chair of the Board shall preside at Board meetings, and the Chair of each Board committee shall preside at the meetings of their respective committees. The Board has no policy with respect to the separation of the offices of the Chair and the Chief Executive Officer. The Board believes that this issue is part of the succession planning process and that it is in the best interests of the Company for the Board to make a determination when it elects a Chief Executive Officer.
The Company will conduct an orientation program for each new Director. The orientation will be designed to familiarize the new Director with the Company’s business and strategic plans, key policies and practices, principal officers and management structure, auditing and compliance processes, significant financial, accounting and risk issues, and Code of Conduct. The N&CG Committee will oversee the process of periodically providing materials or briefing sessions for continuing Directors on topics that will assist them in discharging their duties.
The Board and each Board committee will conduct an annual self-evaluation for the purpose of determining whether the Board and each Board committee is functioning effectively. These evaluations will consider the performance of the Board or each committee as a unit and will focus on the Board's contribution to the Company and on areas in which the Board or management believes that the Board could improve. The N&CG Committee will oversee the self-evaluation process.
Board Cadence and Materials
The Board Chair and the Chief Executive Officer of the Company shall work with Board committee Chairs to establish a Board and Board committee cadence at the beginning of each fiscal year. The cadence will be distributed to all Directors. Any Director may suggest the inclusion of items on meeting agendas and may raise at any Board meeting subjects that are not on the agenda for that meeting. The Board will review the Company's long-term strategic plans and the principal issues that the Company will face in the future during at least one Board meeting each year. Senior management is responsible for distributing information and data that are important to the Board’s understanding of the business to be conducted at a Board or committee meeting to the Directors. Directors should review these materials in advance of the meeting when reasonably practicable.
The independent Directors will meet at regularly scheduled executive sessions without management participation, and at least twice each year, an executive session with only independent directors present shall be held. If the Chair of the Board is an independent Director, then the Chair will preside at these meetings. If the Chair does not so qualify, then the independent Directors will select a Director to preside at these meetings. The Director who presides at these executive sessions will be disclosed in the Company’s annual proxy statement.
Consultation and Advisors
In carrying out its responsibilities, the Board and each Board committee shall be entitled to rely on the advice and information that it receives from management and such experts, advisors and professionals with whom the Board, or any such committee, may consult. The Board and each Board committee shall have the authority to request that any officer or employee of the Company, the Company’s outside legal counsel, the Company’s independent auditor or any other professional retained by the Company to render advice to the Company, attend a meeting of the Board, or such committee, or meet with any members of or advisors to the Board. The Board and each Board committee shall also have the authority to engage legal, accounting, or other advisors to provide it with advice and information in connection with carrying out its or their responsibilities. The Company shall provide for appropriate funding, as determined by the Board or its relevant committee, for payment of reasonable compensation to any such legal, accounting, or other advisor.
The Board intends at all times to have an Audit Committee, a Compensation Committee and a Nominations and Corporate Governance Committee. Membership on such committees is limited to independent Directors meeting the independence requirements of the Nasdaq stock market rules and other applicable laws and regulations. The Board may from time to time establish additional committees as necessary or appropriate, with such membership requirements as the Board may determine and as may be required by applicable laws. The Board retains discretion to form new committees or disband current committees depending upon the circumstances.
Each committee will have its own formal written charter that sets forth the purposes, goals, and responsibilities of the committee as well as qualifications for committee membership, procedures for committee member appointment and removal, committee structure and operations, and committee reporting to the Board. Each committee charter will also provide that the committee will annually evaluate its own performance. The Chair of each committee, in consultation with the committee members, will determine the frequency and length of the committee meetings consistent with any requirements set forth in the committee's charter.
The Board may give consideration to rotating committee members periodically, but the Board does not believe that committee rotation should be mandated as a policy.
The form and amount of Director compensation will be reviewed periodically by the Compensation Committee, which shall make recommendations to the Board based on such review and in accordance with the policies and principles set forth in its charter. The Board shall retain the ultimate authority to determine the form and amount of Director compensation. The Compensation Committee will consider that Directors' independence may be jeopardized if director compensation and perquisites exceed customary levels, if the Company makes substantial charitable contributions to organizations with which a Director is affiliated, or if the Company enters into consulting contracts with (or provides other indirect forms of compensation to) a Director or an organization with which the Director is affiliated.
Neither the Company’s executive officers nor any other employees shall receive additional compensation for service as Directors.
Corporate Governance Guidelines
Version 1, dated January 25, 2022
Administered by the Synaptics Incorporated Legal Team
Address: 1109 McKay Drive, San Jose, CA 95131 USA