The standing committees of the Board are the Audit Committee, the Compensation Committee and the Nominating and Governance Committee.

All members of the committees are independent directors, as defined in the applicable Nasdaq listing standards for purposes of the respective committee membership, applicable Securities and Exchange Commission (SEC) rules and the Dutch Corporate Governance Code (DCGC).

In addition, the Board has determined that all audit committee members are able to read and understand fundamental financial statements in accordance with Nasdaq listing standards and that all current members of the audit committee meet the SEC’s definition of “audit committee financial expert” as that term is defined in Item 407(d) of Regulation S-K.

Audit Committee

Key oversight responsibilities include, but are not limited to:

  • The integrity of the Company's financial statements and its accounting and financial reporting processes
  • The effectiveness of the Company's internal control over financial reporting
  • Compliance with applicable legal and regulatory requirements
  • Oversight of information technology risk, including cybersecurity
  • The qualifications, independence and performance of the independent registered registered public accounting firm fo U.S. public reporting purpose and the Company's external auditor for purpose of Dutch law
  • The Internal Audit group
  • The Company's process and procedures related to risk assessment and risk management
  • Related party transactions

Members:

Ms. Southern (Chair)

Ms. Staiblin

Mr. Sundström

Meetings:

Number of meetings during 2020: 9

Audit Committee Charter

Compensation Committee

Key oversight responsibilities include, but are not limited to:

  • CEO and senior management compensation, including the corporate goals and objectives relevant to such compensation and evaluating performance in light goals and objectives
  • Board and committee compensation
  • Relationship between the Company's compensation policies and practices and risk management
  • Management Team succession plans
  • Compensation and benefits-related disclosures and equity compensation plans in which executives participate
  • Various human capital management topics, including diversity, equality and inclusion, workforce trends and surveys, as well as University Relations Program

Members:

Mr. Smitham (Chair)

Sir Peter Bonfield

Ms. Clayton

Ms. Olving

Mr. Sundström

Meetings:

Number of meetings during 2020: 8

Compensation Committee Charter

Nominating and Governance Committee

Key oversight responsibilities include, but are not limited to:

  • Corporate governance matters
  • Nomination or re-nomination of directs candidates and approval of other annual shareholders meeting agenda items
  • The annual self-evaluation of the Board and its committees
  • Review NXP top identified risk and make proposals to the Board on oversight
  • Initiative and reporting on Environment, Social and Governance

Members:

Mr. Summe (Chair)

Sir Peter Bonfield

Mr. Foxx

Mr. Goldman

Mr. Kaeser

Meetings:

Number of meetings during 2020: 4

Nominating and Governance Committee Charter