Corporate Governance Guidelines
Corporate Governance Guidelines for Micron Technology,
Inc.
1. DIRECTOR QUALIFICATION STANDARDS
1.01 Independence. A majority of the members of the Board of Directors
must be independent directors as defined in the listing standards
of the New York Stock Exchange (the “NYSE”) and the corporate governance
rules and regulations of the Securities and Exchange Commission
(the “SEC”).
1.02 Service on Other Boards. No member of the Board of Directors
shall serve on the Board of Directors of more than three other public
companies. Directors are expected to advise the Chairman of the
Board and the Chairman of the Governance and Compensation Committee
promptly upon accepting any other public company directorship or
any assignment to the audit committee or compensation committee
of the board of directors of any public company of which such director
is a member.
1.03 Prohibited Service. No director shall serve as a director,
officer or employee of a competitor of the Company.
1.04 Term Limits. Recognizing the value of continuity of directors
who have experience with the Company, there are no limits on the
number of terms for which a director may hold office.
1.05 Change in Position. Directors who retire or change their employment
or position from that which they held when they became a member
of the Board, should promptly advise the Chairman of the Board of
such change. The Board shall then review the continued appropriateness
of Board membership under such circumstances.
1.06 Retirement. The mandatory retirement age for directors is
70, and directors are expected to retire at the end of the term
during which they turn 70. This provision shall not apply to directors
who are 70 or older as of September 22, 2003.
1.07 Annual Evaluation. The Board shall, at least annually, review
the performance of each current director and shall consider the
results of such evaluation when determining whether or not to nominate
such director for an additional term.
2. DIRECTOR RESPONSIBILITIES
2.01 Duties. Each director shall exercise due care in making decisions
of the Board. Each director also owes a duty of loyalty to the Company
and is expected to act in the best interest of the Company and its
stockholders as a whole. Directors should regularly attend meetings
of the Board of Directors and of all Board committees upon which
they serve. To prepare for meetings, directors should carefully
review materials that are made available to directors for those
meetings.
2.02 Executive Sessions. The Board of Directors of the Company
will schedule regular executive sessions in which management directors
are not in attendance. The Board of Directors shall designate a
non-management director to preside at each executive session and
shall disclose his or her name annually in the Company’s proxy statement.
The Board of Directors or the Company will establish methods by
which interested parties may communicate directly with the presiding
director and shall disclose such method annually in the Company’s
proxy statement. If the group of non-management directors includes
directors who are not independent under NYSE listing standards then
in effect, the Company will at least once a year schedule an executive
session including only independent directors.
2.03 Committees. The Board of Directors shall at all times maintain
an Audit Committee and a Governance and Compensation Committee which
must operate in accordance with applicable law, their respective
charters as adopted and amended from time to time by the Board,
and the applicable rules of the SEC and the NYSE. The Board may
also establish such other committees as it deems appropriate and
delegate to such committees such authority permitted by applicable
law and the Company’s bylaws as the Board sees fit. Membership on
the committees will be determined by the Board, reviewed annually
and subject to periodic rotation.
2.04 Meeting Agendas. The Chairman of the Board shall set the agenda
of meetings of the Board of Directors and the Chairman of each committee
shall set the agenda of meetings of the applicable committee. Any
director may suggest agenda items and may raise at meetings other
matters that they consider worthy of discussion.
3. DIRECTOR ACCESS TO MANAGEMENT AND INDEPENDENT ADVISORS
3.01 Access. The Company shall provide each director with complete
access to the management of the Company, subject to reasonable advance
notice to the Company and reasonable efforts to avoid disruption
to the Company’s management, business and operations. To avoid disruptions,
requests for access shall be coordinated through the Committee Chairman,
as applicable, or the Chairman of the Board. The Board of Directors
and Board committees, to the extent set forth in the applicable
committee charter, have the right to consult and retain independent
legal and other advisors at the expense of the Company.
3.02 Presentations. The Board of Directors encourages the Chief
Executive Officer, from time to time, to bring managers into Board
meetings who can provide additional insight into items being discussed
because of personal involvement in the area, or present managers
with future potential that the Chief Executive Officer believes
should be given exposure to the Board.
4. DIRECTOR COMPENSATION
The Governance and Compensation Committee shall, periodically,
evaluate director and Board committee member compensation and recommend
to the Board the appropriate level of director compensation. In
determining the appropriate level of director compensation, the
Governance and Compensation Committee may consider current market
trends and industry practices. Matters such as customary levels
of compensation and conflicts of interest will be evaluated when
determining the form and amount of director compensation, and the
independence of a director.
5. CONFLICT OF INTEREST
Directors are expected to avoid any action, position or interest
that conflicts with the interests of the Company or gives the appearance
of a conflict. If an actual or potential conflict of interest develops,
the director should immediately report the matter to the Chairman
of the Board. Any significant conflict must be resolved or the director
should resign. If a director has a personal interest in a matter
before the Board, the director shall disclose the interest to the
Board, excuse himself or herself from discussions on the matter
and not vote on the matter.
6. DIRECTOR ORIENTATION AND CONTINUING EDUCATION
The Board of Directors or the Company will establish, or identify
and provide access to, appropriate orientation programs, sessions
or materials for newly elected directors of the Company for their
benefit either prior to or within a reasonable period of time after
their nomination or election as a director. The Board of Directors
or the Company will encourage, but not require, directors to periodically
pursue or obtain appropriate programs, sessions or materials as
to the responsibilities of directors of publicly traded companies.
7. MANAGEMENT SUCCESSION>
The Board of Directors will establish and review such formal or
informal policies and procedures, consulting with the Governance
and Compensation Committee, the Chief Executive Officer and others,
as it considers appropriate, regarding succession to the Chief Executive
Officer in the event of emergency or retirement.
8. ANNUAL PERFORMANCE EVALUATION OF THE BOARD
The Board of Directors will conduct a self-evaluation annually
to determine whether it and its committees are functioning effectively.
The full Board of Directors will discuss the evaluation to determine
what, if any, action could improve Board and Board committee performance.
The Board of Directors, with the assistance of the Governance and
Compensation Committee, as appropriate, shall review these Corporate
Governance Guidelines on an annual basis to determine whether any
changes are appropriate.