Board Responsibilities and Structure

Board Responsibilities and Structure

 

The Board oversees, counsels, and directs management in the long-term interests of the company and our stockholders. The Board's responsibilities include:

  • selecting and evaluating the performance of the Chief Executive Officer (CEO) and other senior executives;
  • planning for succession with respect to the position of CEO and monitoring management's succession planning for other senior executives;
  • reviewing and approving our major financial objectives and strategic and operating plans, business risks, and actions;
  • overseeing the conduct of our business to evaluate whether the business is being properly managed; and
  • overseeing the processes for maintaining our integrity with regard to our financial statements and other public disclosures, and compliance with law and ethics.

The Board believes that different people should hold the positions of Chairman of the Board and CEO to aid in the Board's oversight of management. Under our Bylaws, the Chairman presides over all meetings of the stockholders and the Board when he is present. In addition, the Board has an independent director, currently Dr. Yoffie, designated as the Lead Independent Director. A written charter adopted by the Board establishes the authority and responsibilities of the Lead Independent Director. They include:

  • presiding over all meetings of the Board when the Chairman is not present;
  • serving as a liaison between the Chairman and the independent directors;
  • approving the information, agenda, and meeting schedules sent to the Board;
  • calling meetings of the independent directors; and
  • being available for consultation and communication with stockholders.

The Board and its committees meet throughout the year on a set schedule, hold special meetings, and act by written consent from time to time as appropriate. The Board holds regularly scheduled sessions for the independent directors to meet without management present, and the Board's Lead Independent Director leads those sessions, including three sessions in 2007. Board members have access to all of our employees outside of Board meetings, and the Board has a program that encourages each director to visit different Intel sites and events worldwide on a regular basis and meet with local management at those sites and events.

© 2008 Intel Corporation