Corporate Governance

Director Independence

The Board has determined that nine of eleven Cadence directors are independent under the Nasdaq guidelines.

Board Committees

The four current committees of the Board are the Audit Committee, Compensation Committee, Corporate Governance and Nominating Committee and Finance Committee. Occasionally, the Board may establish a new committee or disband a current committee depending upon internal circumstances or external requirements.

Audit Committee

The Audit Committee assists the Board 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 Lewis Chew and also includes Ita Brennan, Dr. James D. Plummer and Dr. John B. Shoven.

Download the Cadence Audit Committee Charter 

Compensation Committee

The Compensation Committee, among other things, determines, approves and reports to the Board on all policies of compensation for the executive officers of Cadence. The Compensation Committee, composed entirely of independent directors, is chaired by Mark W. Adams and also includes Mary Louise Krakauer, Julia Liuson and Dr. John B. Shoven.

Download the Cadence Compensation Committee Charter 

Corporate Governance and Nominating Committee

The 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 Ita Brennan and also includes Mary Louise Krakauer, Julia Liuson, Dr. James D. Plummer and Dr. Alberto Sangiovanni-Vincentelli.

Download the Cadence Corporate Governance and Nominating Committee Charter 

Finance Committee

The 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 Mark W. Adams, Lewis Chew and Dr. Alberto Sangiovanni-Vincentelli.

Download the Cadence Finance Committee Charter 

Stock Ownership Guidelines for Directors and Executive Officers

The Board 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.

Stock Ownership Guidelines for Directors

Each non-employee member of the Board is required to hold shares of Cadence common stock with a value equal to at least $375,000 within five years of the director's initial appointment or election to the Board.

If an employee of Cadence is the Board Chair (the “Executive Chair”), the Executive Chair is required to hold shares of Cadence common stock with a value of at least three times his or her base salary within the time period set forth below:

• If the Executive Chair currently serves, or most recently served, as Cadence’s Chief Executive Officer: Within five years of the date of his or her initial appointment as Chief Executive Officer
• If the Executive Chair currently serves, or most recently served, as an Executive Officer (as defined below) of Cadence other than the Chief Executive Officer: Within the later of (a) five years of the date of his or her initial appointment as Executive Officer or (b) three years of the date of his or her initial appointment as Executive Chair
• In any other case: Within five years of the date of his or her initial appointment as Executive Chair

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 required to hold shares of Cadence common stock with a value equal to at least the amounts below within five years of his or her initial appointment:

Counting Shares Owned

For purposes of determining stock ownership levels, the following forms of equity interests in Cadence count towards satisfaction of the guidelines:

• Restricted or incentive shares (whether vested or unvested)
  
• Shares subject to restricted stock units
• Shares obtained through the Cadence Employee Stock Purchase Plan
• Shares obtained through the exercise of stock options or upon settlement of restricted stock units
• 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

These guidelines may be reevaluated from time to time.

Conflict Minerals

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 

UK Modern Slavery Act

As required under the United Kingdom Modern Slavery Act 2015, Cadence publishes an annual statement setting out the steps it takes to prevent modern slavery in its business and supply chains. Cadence believes that no individual should be subjected to any form of forced labor, slavery or human trafficking, and Cadence will take necessary steps to prevent forced labor, slavery or human trafficking from existing within its organization and to reduce the possibility of forced labor, slavery or human trafficking taking place in its supply chains.

Download the current Cadence Design Systems, Inc. UK Modern Slavery Act Statement 

Supplier Code of Conduct

Cadence has a Supplier Code of Conduct for its suppliers because Cadence expects its suppliers to hold themselves to the same rigorous governance standards that Cadence holds itself to. To ensure Cadence’s relationships with its suppliers meet and support these expectations, Cadence has based its Supplier Code of Conduct on the Responsible Business Alliance Code of Conduct.

Download the Cadence Supplier Code of Conduct 

UK Corporate Tax Strategy Statement

The United Kingdom Finance Act 2016 requires certain companies operating within the United Kingdom to publish a United Kingdom Corporate Tax Strategy Statement. Accordingly, Cadence, which operates in the United Kingdom through a subsidiary, sets forth its subsidiary’s UK Corporate Tax Strategy Statement.

Download the current Cadence Design Systems Limited UK Corporate Tax Strategy Statement 

Index of Pay Equality for Men and Women in France. Index de l’égalité femmes-hommes en France.

The French “Professional Future Act” requires companies operating in France to publish a Gender Equality Index on an annual basis.

Download the current Pay Equality Index statement