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The Governance Committee (the “Committee”) of the Board of Directors (the “Board”) of QUALCOMM Incorporated (the “Company”) was established to assist the Board in fulfilling its responsibilities by (i) recommending corporate governance compliance guidelines applicable to the Company; (ii) identifying, reviewing and evaluating individuals qualified to become Board members; (iii) recommending director nominees for the Board and each standing committee, as well as the Presiding Director; and (iv) assisting the Board with executive development and succession matters. This charter specifies the scope of authority and responsibility of the Committee.
1. The Committee shall be comprised of three or more Board members who meet the independence requirements contained in the NASDAQ listing standards, as determined by the Board.
2. The members of the Committee, including the chairperson of the Committee, shall be appointed annually by the Board. Members may be added, removed or replaced by the Board at any time, but shall otherwise serve until a successor has been named.
3. The Committee shall have the authority to form and delegate responsibilities to subcommittees as it deems appropriate.
4. The Committee shall meet from time to time, as it deems necessary, but at least twice per year. The Committee may include management at its meetings, but shall also hold an executive session at each meeting at which only independent directors are present.
5. The Committee shall maintain written minutes of its meetings, which minutes shall be filed in the corporate minute book.
To fulfill its responsibilities and duties hereunder the Committee shall:
1. Review annually the Company’s Corporate Governance Principles and Practices for continued compliance with best practices.
2. Review annually the Company’s Insider Trading Policy (the “ITP”) and the related 10b5-1 Plan Guidelines to ensure continued compliance with applicable legal standards and corporate best practices. The Committee shall also review, approve and recommend to the Board the list of officers subject to Section 16 of the Securities Exchange Act of 1934, as amended, and subject to the trading windows contained in the ITP. The Committee shall receive annually a report concerning (i) those persons other than Section 16 officers who are subject to the trading window contained in the ITP, and (ii) those officers who have been designated by the Chief Executive Officer or the President as Insider Trading Compliance officers.
3. Review annually the Company’s charter documents, including but not limited to the Company’s stockholder rights plan and other anti-takeover provisions, if applicable. The Committee shall recommend to the Board such changes, if any, to the foregoing documents as the Committee deems advisable and shall report its conclusions to the Board.
4. Review annually the Company’s emergency procedures, including disaster recovery and security.
5. Review annually and update, as necessary, this Charter’s adequacy, and recommend any changes to the Board for its approval.
6. Receive and review annually a report on the Company’s policies and programs concerning corporate citizenship and social responsibility, including charitable giving. As provided in the Company’s Political Contributions and Expenditures Policy (the “Policy”), the Committee shall oversee the Company’s political activity and contributions to ensure consistency with the Company’s business objectives and public policy priorities, including reviewing the Policy annually and reviewing a report on the Company’s political contributions and expenditures no less than annually.
7. Review and approve the disclosures made by the Company in the Company’s proxy statement or other documents filed with the Securities and Exchange Commission with respect to matters of corporate governance, including qualifications of Board members.
8. Develop and implement annually a self-evaluation of its own performance.
9. Oversee the management of risks associated with the matters for which the Committee is responsible.
10. Consistent with the foregoing, take such actions as it deems necessary to encourage continuous improvement of, and foster adherence to, the Company’s corporate governance policies, procedures and practices at all levels, and perform other corporate governance oversight functions as requested by the Board.
1. Actively seek individuals qualified to become Board members and make recommendations to the Board regarding Board nominees, including an annual recommendation with respect to those individuals to be nominated for election at the Company’s annual meeting of stockholders. As part of this process the Committee shall consult with Board members, management and others to evaluate the knowledge and skills which should be considered in making nominations, including experience in business, finance, administration, familiarity with national and international business matters, appreciation of the relationship of the Company’s business to changing needs in our society, and the other knowledge and skills set forth in the Company’s Corporate Governance Principles and Practices. The Committee shall also give consideration to candidates with appropriate non-business backgrounds.
2. Review annually and make recommendations to the Board regarding the membership and chairpersons of Board committees, as well as the Presiding Director, taking into account the special skills required for service on particular committees, past performance in Board and committee service, tenure and such other facts the Committee shall deem appropriate.
3. Affirmatively determine that the requisite number of Board members serving on committees of the Board, including the Governance Committee, meet the independence requirements contained in the NASDAQ listing standards.
4. In making its annual recommendations for Board and Board committee nominees, (a) consider the Board and committee needs identified in the evaluations described below, and (b) as set forth in the Company’s Corporate Governance Principles and Practices, review candidates for Board membership recommended by qualified stockholders.
5. Periodically conduct studies of the size and composition of the Board, make recommendations to the Board as a result of such studies, and consider and make recommendations to the Board regarding comments from stockholders relating to Board composition.
1. Review and approve, to avoid redundancy or inconsistency, charters for all committees of the Board, which charters shall be submitted to the Board for final approval.
2. Develop a system for Board and Board committee evaluation and annually review and appraise the performance of the Board and its committees, including the effectiveness of the Board’s and its committees’ meeting procedures, agendas, calendars and minutes.
3. Provide oversight with respect to the orientation process for new Board members and encourage participation in corporate governance related continuing education by all Board members.
4. Monitor to ensure that the Board and its committees are regularly conducting executive sessions, which are chaired by an independent Board member. The independent Board member shall be the “presiding director” for the purpose of conducting the executive session and, in addition to chairing the executive session, is encouraged to solicit from other independent Board members prior to the meeting an agenda of items which they wish to have discussed in executive session.
5. Evaluate the appropriateness of continued Board membership of any Board member who experiences material changed circumstances that could pose a conflict of interest, diminish his or her effectiveness as a Board member or otherwise be detrimental to the Company, as provided in the Company’s Corporate Governance Principles and Practices.
6. Evaluate the appropriateness of any Board member’s acceptance of an offer to join another company’s board of directors based on the factors set forth in the Company’s Corporate Governance Principles and Practices, and communicate to the Board the Committee’s decision regarding whether, in the Committee’s view, it is appropriate for such Board member to accept the offer.
7. In accordance with the Company’s majority vote policy, as set forth in the Company’s Corporate Governance Principles and Practices and its Bylaws, evaluate the appropriateness of continued Board membership of any Board member who, in an uncontested election, receives a greater number of “withhold” votes than votes “for” his or her election and make a recommendation to the Board as to the action, if any, it deems appropriate to be taken with respect to the voting results.
Executive Development and Succession
1. Review annually the effectiveness of executive officer development and succession processes and engage in succession planning for the Chief Executive Officer and other senior management positions.
2. Evaluate annually the performance of the Company’s Chief Executive Officer with respect to executive development and succession planning and provide this evaluation to the Compensation Committee for its use as part of its annual review of the overall performance of the Chief Executive Officer.
Stockholder Communications and Stockholder Proposals
1. In accordance with the Company’s stockholder communications policy, as set forth in the Company’s Corporate Governance Principles and Practices, review any stockholder communication forwarded by the Company’s General Counsel, determine if the stockholder communication is appropriate for consideration by the Board, and if so, make a recommendation to the Board as to the action, if any, it deems appropriate to be taken with respect to such stockholder communication.
2. Review any stockholder proposals received for inclusion in the Company’s proxy materials and approve any responses to such proposals. In the event that a stockholder proposal primarily concerns a topic that is within the responsibility of another committee, the Committee may delegate the responsibility for reviewing and responding to the stockholder proposal to the other committee.
1. Have the authority to obtain advice and assistance from internal or external legal, accounting or other advisors.
2. If necessary, have the authority to institute special investigations deemed necessary for any reason and, if appropriate, hire special counsel or other experts to assist the Committee with respect to such investigation.
3. Have the authority to retain and terminate consultants as needed to conduct searches for new Board members.
4. Have the authority to direct the payment of fees and costs of counsel, experts and/or other advisors retained by the Committee, which fees and costs shall be borne by the Company.
As amended May 2, 2016
Clark T. Randt, Jr. has served as a director of the Company since October 2013. Mr. Randt has been President of Randt & Co. LLC, a company that advises firms with interests in China, since February 2009. He is a former U.S. ambassador to the People's Republic of China, where he served from July 2001 to January 2009. From January 1994 to June 2001, he was a partner resident in the Hong Kong office of Shearman & Sterling, a major international law firm, where he headed the firm's China practice. From August 1982 to October 1984, Mr. Randt served as First Secretary and Commercial Attaché at the U.S. Embassy in Beijing. In 1974, he was the China representative of the National Council for United States-China Trade, and from August 1968 to March 1972, he served in the U.S. Air Force Security Service. Mr. Randt is a member of the New York bar association and the Council on Foreign Relations. He is also a former governor and first vice president of the American Chamber of Commerce in Hong Kong. Mr. Randt has been a director of Valmont Industries, Inc. since February 2009 and a director of the United Parcel Service, Inc. since August 2010, and he serves on the Advisory Board of the Duke Kunshan University. He is fluent in Mandarin Chinese. Mr. Randt graduated from Yale University with a B.A. degree in English literature and received a J.D. degree from the University of Michigan. He also attended Harvard Law School where he was awarded the East Asia Legal Studies Traveling Fellowship to China.
Thomas W. Horton has served as a director of the Company since December 2008. Mr. Horton was Chairman of American Airlines Group Inc. (formed upon the merger of AMR Corporation (AMR) and US Airways Group, Inc.) from December 2013 to June 2014 and Chairman of American Airlines, Inc. (American) from November 2011 to June 2014. He was Chairman and Chief Executive Officer of AMR and Chief Executive Officer of American from November 2011 to December 2013, and President of AMR and American from July 2010 to December 2013. He served as Executive Vice President and Chief Financial Officer of AMR and American from March 2006 to July 2010. He served as Vice Chairman and Chief Financial Officer of AT&T Corporation (AT&T) from January 2002 to February 2006. Prior to joining AT&T, Mr. Horton was Senior Vice President and Chief Financial Officer of AMR from January 2000 to January 2002 and served in numerous management positions with AMR since 1985. AMR and American filed voluntary petitions for reorganization under Federal bankruptcy laws in November 2011 and emerged from bankruptcy in December 2013. Mr. Horton has been a director of Wal-Mart Stores, Inc. since November 2014. Mr. Horton holds a B.B.A. degree in accounting from Baylor University and an M.B.A. degree from Southern Methodist University.
Dr. Francisco Ros has served as a director of the Company since December 2010. Dr. Ros is President of First International Partners, S.L., a business consulting firm he founded in 2002. He was Secretary of State (vice minister) of the Government of Spain from May 2004 to July 2010. He served as a senior director of business development of Qualcomm from July 2003 to April 2004. From January 2000 to June 2002, he was Chairman and CEO of Alua Broadband Optical Access, a company he co-founded. From May 1996 to October 1998, Dr. Ros served as President and CEO of Unisource (a joint venture among KPN, Telia, Swisscom and Telefónica). From April 1983 to November 1996, Dr. Ros headed several business areas within the Telefónica Group and became Managing Director of the holding company and a member of its Executive Management Board. Dr. Ros has been a director of Elephant Talk Communications Corp. since September 2014 and Non-Executive Chairman of Asurion Europe Limited in Spain since April 2014. He was a director of Proteccion On-Line S.L. from October 2012 to June 2013. In 2011, he was the recipient of the Great Cross of the Order of Civil Merit and the Great Plate of Telecommunications and the Information Society, both granted by the Government of Spain. Dr. Ros holds an engineering and a Ph.D. degree in telecommunications from the Universidad Politecnica de Madrid, an M.S. degree in electrical engineering and a Ph.D. degree in electrical engineering and computer science from the Massachusetts Institute of Technology (MIT) and an advanced management degree from the Instituto de Estudios Superiores de la Empresa (IESE, Business School) in Madrid.