Audit Committee Charter
The Audit Committee of Silicon Laboratories Inc. (the "Corporation") shall be comprised of at least three members of the Corporation's Board of Directors (the "Board"). The members of the Audit Committee shall be appointed by the Board and shall collectively meet the applicable independence, financial literacy and other requirements of The NASDAQ Stock Market ("Nasdaq") and applicable federal law. Members of the Audit Committee may be removed at any time, with or without cause, by the Board.
A majority of the members of the Audit Committee shall constitute a quorum.
The Audit Committee shall meet as required either on the dates of regular Board meetings or in special meetings as appropriate.
The purpose of the Audit Committee is to oversee the accounting and financial reporting processes of the Corporation and the audits of the Corporation's financial statements.
The Audit Committee shall not have authority to: (1) adopt, amend, or repeal the Corporation's Bylaws; (2) fill vacancies on the Audit Committee or change its membership; (3) amend the Corporation's Certificate of Incorporation; (4) act on matters assigned to other committees of the Board; or (5) take any action prohibited by the Corporation's Certificate of Incorporation, Bylaws or applicable law.
Minutes will be kept of each meeting of the Audit Committee and will be provided to each member of the Board upon request. Unless otherwise restricted by the Corporation's Certificate of Incorporation or Bylaws, any action that may be taken at any meeting of the Audit Committee may be taken without a meeting, if all members of the Audit Committee consent thereto in writing, and the writing is filed with the minutes of proceedings of such committee. Any action of the Audit Committee shall be subject to revision, modification, rescission, or alteration by the Board, provided that no rights of third parties shall be affected by any such revision, modification, rescission, or alteration.
To fulfill its responsibilities and duties, the Audit Committee shall: 1. Be directly responsible for the appointment, compensation, retention and oversight of the work of any registered public accounting firm engaged for the purpose of preparing or issuing an audit report or performing other audit, review or attest services for the Corporation, and each such registered public accounting firm must report directly to the Audit Committee. Periodically consider the rotation of the Corporation's independent auditors. 2. Resolve any disagreements between management and the Corporation's independent auditors regarding financial reporting. 3. Review the organization's annual and quarterly financial statements and quarterly earnings press releases. 4. Pre-approve all auditing and permitted non-audit services to be performed by the Corporation's auditors. 5. Obtain, on an annual basis, a formal written statement from the independent auditor affirming their independence (as required by applicable standards of the Public Company Accounting Oversight Board or its successor) and delineating all relationships between the auditor and the Corporation that may reasonably be thought to bear on such independence. Discuss with the auditor any disclosed relationships or services that may impact the objectivity and independence of the auditor and take, or recommend that the Board take, appropriate action to oversee the independence of the independent auditor. 6. Following completion of the annual audit, review separately with the independent auditor, the internal auditing department, if any, and management any significant difficulties encountered during the course of the audit. 7. Establish procedures for the receipt, retention and treatment of complaints received by the Corporation regarding accounting, internal accounting controls or auditing matters, as well as for the confidential, anonymous submission by the Corporation's employees of concerns regarding questionable accounting or auditing matters. 8. Retain independent counsel, experts and other advisors as the Audit Committee determines necessary to carry out its duties. 9. Receive appropriate funds, as determined by the Audit Committee, from the Corporation for payment of (i) compensation to any registered public accounting firm engaged for the purpose of preparing or issuing an audit report or performing other audit, review or attest services for the Corporation, (ii) compensation to any independent counsel, experts and other advisors employed by the Audit Committee, and (iii) ordinary administrative expenses of the Audit Committee that are necessary or appropriate in carrying out its duties. 10. Review and approve all "related-party transactions" as such term is defined in Item 404 of Regulation S-K. 11. Prepare the report of the Audit Committee required to be included in the Corporation's annual proxy statement. 12. Review and reassess the adequacy of this Charter at least annually and recommend any changes to the Board. 13. Perform any other activities consistent with this Charter, the Corporation's Bylaws, Nasdaq rules and governing law, as the Audit Committee or the Board deems necessary or appropriate, including, without limitation, the delegation of authority to one or more members of the Audit Committee of authority to carry out certain activities set forth hereunder.
Mr. Lazar has served as a Director of Silicon Labs since 2013. He served as GoPro's Chief Financial Officer from 2014 through early 2016. During 2013, he was an independent business and financial consultant. Prior to that, Mr. Lazar was Senior Vice President of Corporate Development and General Manager of Qualcomm Atheros, following the acquisition of Atheros by Qualcomm in 2011. Mr. Lazar joined Atheros, a publicly traded provider of communications semiconductor solutions, in 2003 and served as Chief Financial Officer and Senior Vice President, Corporate Development. He also served as Executive Vice President and Chief Financial Officer of NetRatings, Inc., and Chief Financial Officer of Apptitude, Inc. He has held various executive positions at Electronics for Imaging and started his career at Price Waterhouse. Mr. Lazar is a certified public accountant and holds a B.S. in commerce with an emphasis in accounting from Santa Clara University.
Mr. Sadana has served as a Director of Silicon Labs since 2015. He has also served as Executive Vice President, Chief Strategy Officer and General Manager of Enterprise Solutions at SanDisk since 2015. Previously, he served as SanDisk's Executive Vice President and Chief Strategy Officer from 2012 to 2015 and as Senior Vice President and Chief Strategy Officer from 2010 to 2012. Mr. Sadana was President of Sunrise Capital LLC, a technology and financial consulting firm, from 2008 to 2010. Mr. Sadana was also Senior Vice President of Strategy and Business Development at Freescale Semiconductor from 2004 to 2008, as well as Freescale's Chief Technology Officer from 2006 to 2007. Mr. Sadana started his career at IBM Corporation where he held several hardware design, software development, operations, strategic planning, business development and general management roles. Mr. Sadana has served on the board of directors of Second Harvest Food Bank, a 501©(3) charity, since 2014. Mr. Sadana has a Bachelor of Technology degree in Electrical Engineering from the Indian Institute of Technology (IIT), Kharagpur, and an M.S. in Electrical Engineering from Stanford University.