Applied Materials Corporate Governance
Applied Materials Corporate Governance The Board of Directors’ Functions The Board’s functions are to provide general oversight of management, including reviewing the company’s performance and operating plans. In addition to its general oversight of management, the Board also performs a number of specific functions, including: • Overseeing financial and corporate strategies and major corporate actions • Reviewing and approving long-term strategic plans and overseeing the execution of such plans • Nominating directors, reviewing the operation of the Board and overseeing corporate governance • Overseeing the assessment of major risks facing the company • Ensuring the integrity and transparency of the company’s financial statements, compliance with laws and ethics, the integrity of relationships with customers and suppliers, and relationships with other stakeholders • Selecting the company’s CEO and Chairman of the Board • Selecting the company’s Lead Independent Director, if applicable The Board has established the following committees to assist in discharging its responsibilities: Corporate Human Resources and Strategy and Audit Governance and Compensation Investment Nominating Focuses on oversight Oversees the overall Reviews human capital The Strategy and of financial information, effectiveness, integrity management, including Investment Committee policies and and accountability of culture and inclusion oversees Applied’s disclosures, accounting the Board, the and diversity initiatives. strategic and and internal auditing, company’s corporate It also reviews investment priorities and cybersecurity governance guidelines, performance incentives and supports efforts to risks, as well as the the Board’s and programs to foster foster growth through company’s tax, legal, composition, and the accountability for innovation. It also regulatory and ethical structure and corporate initiatives and advises management compliance. evaluation of the Board employee development on strategic and and its committees, and retention. business plans for Audit Committee and helps identify technologies, products, Charter director nominees. It Human Resources and services, and customer also has responsibility Compensation and supplier mix and for oversight of the Committee Charter targeting. company’s ESG program, as well as EHS and sustainability matters. Corporate Governance and Nominating Committee Charter
Risk Oversight and Management Within Applied Materials, our Enterprise Risk Management (ERM) program provides perspective into existing and potential risks. The ERM program is overseen by the Board’s Audit Committee, with a focus on identifying the most significant strategic, operational, financial, legal and compliance risks. Risk management is the responsibility of the entire Board of Directors. In addition, oversight responsibility for a particular risk may fall within an area of responsibility and expertise of one of the Board Committees. Stakeholder Engagement Robust stakeholder engagement enables us to understand and respond to our shareholders’ concerns and ideas on how we improve our support and strengthen our partnerships with them. We review, analyze and incorporate their feedback into our strategic business planning, processes, and practices. We regularly engage with our primary stakeholders and communicate through a variety of channels. Key stakeholders include: • Employees • Customers • Suppliers • Board of Directors • Investors • Regulators • Community Political Contributions The Applied Materials, Inc. Political Action Committee (AMPAC) was established in 2004 and helps the company participate in the political process. In full compliance with U.S. laws and regulations, campaign contributions are disbursed to candidates for state or federal office and to political action or political party committees. While the company pays its administrative expenses, AMPAC is funded entirely through voluntary contributions from eligible employees. Its activities are overseen by the AMPAC Board of Directors. Prior to issuance, AMPAC contributions are reviewed by outside legal counsel to verify that they are consistent with AMPAC’s contribution policies criteria. Neither the company nor AMPAC makes contributions to so-called Super-PACs, and political contributions are limited to within the U.S. AMPAC files its contributions reports monthly and quarterly with the Federal Election Commission, and these are available through their online database. State Contributions Committee: This committee, consisting of the same individuals who serve on the AMPAC Board, oversees corporate political spending at the state and local levels. When warranted, we use corporate funds to make financial and in-kind political contributions within the U.S. as permitted by applicable laws, such as contributions to candidates for statewide offices and state legislatures, as well as to local or regional ballot measures. All contributions are disclosed publicly on our website biannually. More information regarding public policy can be found in our latest Sustainability Report and Public Policy Reports.