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.
Code of Business Conduct
The Cadence Code of Business Conduct provides standards for ethical conduct in dealing with agents, customers, suppliers, government officials and others. It applies to all Cadence directors, officers and employees (and those of its subsidiaries) worldwide.
Related Party Transaction Policies and Procedures
The 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.
Board Corporate Governance Guidelines
The Corporate Governance Guidelines have been approved by the Board and cover various topics relating to the Board and its activities, including the selection and composition of the Board, Board leadership, compensation and responsibilities of directors, access to senior management and outside advisors, meeting procedures and committee matters.
The table below reflects the composition of the Cadence Board and its Committees.
|Audit Committee||Compensation Committee||Corporate Governance and Nominating Committee||Finance Committee||Independent|
|Mark W. Adams||Chair||x||x|
|Anirudh Devgan, Ph.D.|
|James D. Plummer, Ph.D.||x||x||x|
|Alberto Sangiovanni-Vincentelli, Ph.D.||x||x||x|
|John B. Shoven, Ph.D.
Lead Independent Director
|Young K. Sohn||Chair||x|
Executive Chair of the Board
The Board has determined that nine of eleven Cadence directors are independent under the Nasdaq guidelines.
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.
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.
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.
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.
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.
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.
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.
UK Modern Slavery Act
(For fiscal year ended January 2, 2021, approved by the Cadence Board of Directors on February 10, 2021)
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.
Cadence generally requires its suppliers and partners to comply with all applicable laws, including the United Kingdom Modern Slavery Act of 2015.
To prevent forced labor, slavery or human trafficking in its organization and reduce the possibility of forced labor, slavery or human trafficking in its supply chains, Cadence:
- requires new suppliers and partners to be bound by obligations to comply with all applicable laws; and
- evaluates processes to determine whether it would be appropriate to adopt further policies or procedures (such as when entering into new contracts or undertaking due diligence to ensure that third parties have relevant policies and procedures in place that would prevent slavery and human trafficking) or join related third party organizations.
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.
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.
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.