Corporate governance is an integral part of the Cadence corporate culture. It is founded on Cadence values and is consistent with our stockholders' best interests and the requirements of the law. Our commitment to efficient company management, protection of stockholders' interests, and the transparency of corporate communications is vital to gaining and retaining the trust of investors, partners, employees, customers and communities in which we work and do business.
Corporate Governance GuidelinesThe Corporate Governance Guidelines, along with charters of the Board Committees, which have been approved by the Board of Directors, set forth the authority and procedures for the Board to exercise independence in evaluating Cadence business operations. This governance framework includes the selection and composition of the Board, Board leadership, compensation, responsibilities of directors, access to senior management and outside advisors, meeting procedures and committee matters.
Download the current Corporate Governance Guidelines
Related Party Transaction Policies and ProceduresThe purpose of the Related Party Transaction Policies and Procedures is to ensure that the deliberations and decisions of Cadence are made in the best interests of the shareholders and Cadence as a whole, and to protect the Cadence interests when it is contemplating entering into a transaction, contract, or arrangement that might benefit the private interest of a director, executive officer, their immediate family members, or a beneficial holder of greater than 5% of the Common Stock of Cadence. It is therefore the Cadence policy to enter into or ratify Related Party Transactions based upon a determination that the transaction is in, or not opposed to, the best interest of Cadence. The Board has adopted the Related Party Transaction Policies and Procedures for the review, approval and ratification of Related Party Transactions.
Download the current Cadence Related Party Transaction Policies and Procedures
Code of Business ConductThe Cadence Code of Business Conduct provides standards for ethical conduct in dealing with agents, customers, suppliers, political entities and others. It applies to all Cadence directors, officers and employees (and those of its subsidiaries) worldwide.
Download the current Code of Business Conduct
Board CompositionThe table below reflects the composition of the Cadence Board and its Committees.
Click on member names to view biographies.
Director IndependenceThe Board of Directors has determined that seven of eight Cadence directors are independent under the NASDAQ guidelines.
Board CommitteesThe five current committees of the Board are the Audit Committee, Compensation Committee, Corporate Governance and Nominating Committee, Finance Committee and Strategy Committee. Occasionally, the Board may establish a new committee or disband a current committee depending upon internal circumstances or external requirements.
Audit CommitteeThe Audit Committee assists the Board of Directors in its oversight of the integrity of the financial statements of the company, compliance with regulatory requirements and the performance of Cadence's independent auditors and internal audit function. The Audit Committee, composed entirely of independent directors, is chaired by Roger S. Siboni and also includes Dr. James D. Plummer and Dr. John B. Shoven.
Download the Cadence Audit Committee Charter
Compensation CommitteeThe Compensation Committee, among other things, determines, approves and reports to the Board of Directors on all policies of compensation for the executive officers of Cadence. The Compensation Committee, composed entirely of independent directors, is chaired by Dr. John B. Shoven and also includes Susan L. Bostrom, Dr. James D. Plummer and George M. Scalise.
Download the Cadence Compensation Committee Charter
Corporate Governance and Nominating CommitteeThe Corporate Governance and Nominating Committee oversees the Board's self-evaluation, nominates the Board members, evaluates nominees recommended by the stockholders and reviews the appropriateness of each director's continuing service on the Board. The Corporate Governance and Nominating Committee, composed entirely of independent directors, is chaired by Dr. James D. Plummer and also includes Susan L. Bostrom, Dr. John B. Shoven and Roger S. Siboni.
Download the Cadence Corporate Governance and Nominating Committee Charter
Finance CommitteeThe Finance Committee, among other things, advises the Board and acts on behalf of Cadence in monitoring its strategic and other portfolio investments. The Finance Committee is chaired by Young K. Sohn and also includes Dr. John B. Shoven and Roger S. Siboni.
Strategy CommitteeThe Strategy Committee, among other things, assists and advises on Cadence's strategic planning process and development of long-term strategic plans. The Strategy Committee is chaired by Susan L. Bostrom and also includes Dr. Alberto Sangiovanni-Vincentelli, Young K. Sohn and Lip-Bu Tan.
Stock Ownership Guidelines for Directors and Executive OfficersCadence Board of Directors has adopted Stock Ownership Guidelines to align the interests of its directors and executive officers with the interests of stockholders and further promote the Cadence commitment to sound corporate governance. Cadence does not require that directors or executive officers own a specific number of shares because it expects that directors and executive officers will act in the Cadence best interests regardless of the number of shares they own. However, the Board has established share ownership guidelines for its members and the Cadence executive officers.
Stock Ownership Guidelines for Directors
Each member of the Cadence Board of Directors is encouraged to hold at least 24,000 shares of Cadence common stock within the later to occur of (i) sixty (60) months after his or her election to the Board or (ii) February 28, 2018.
Stock Ownership Guidelines for Executive Officers
Each of our executive officers who is designated an "officer" as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934, as amended, is encouraged to hold at least the number of shares set forth below no later than five years after the date of his or her designation:
|Chief Executive Officer
|Chief Financial Officer and Executive Vice Presidents
|Senior Vice Presidents
Counting Shares Owned
For purposes of determining stock ownership levels, the following forms of equity interests in Cadence count towards satisfaction of the guidelines:
These guidelines may be reevaluated from time to time.
- Restricted or incentive shares
- Shares obtained through the Cadence Employee Stock Purchase Plan
- Shares obtained through the exercise of stock options
- Shares purchased on the open market
- Shares owned outright by the executive officer or director or his or her immediate family members residing in the same household
- Shares held in trust for the benefit of the executive officer or director or his or her family
- Restricted shares granted under the Cadence employee plans
Cadence shares concerns that Conflict Minerals (tin, tungsten, tantalum and gold) sourced from the Democratic Republic of the Congo and adjoining countries (collectively, the “Covered Countries”) may directly or indirectly finance or benefit armed groups that engage in human rights abuses. In addition, Cadence supports industry efforts, such as the Conflict Free Sourcing Initiative, to enable companies to source conflict-free minerals. Cadence is committed to responsible sourcing of materials for its products and seeks to avoid the use of Conflict Minerals that have funded armed groups in the Covered Countries. Cadence expects the same from its suppliers. Accordingly, Cadence has set forth its expectations for its suppliers in its Conflict Minerals Policy Statement.
Download the current Cadence Conflict Minerals Policy Statement