Micrel, Incorporated Governance Committees and Charters






Micrel, Incorporated Governance Committees and Charters







Audit Committee

The Audit Committee is comprised of Dan Heneghan (Chairman), Neil Miotto, and Frank Schneider.

This Audit Committee Charter was adopted by the Board of Directors (the "Board") of Micrel, Incorporated (the "Company") on December 13, 2004, and subsequently reviewed and re-approved on June 21, 2013. The purpose of the Audit Committee (the "Committee") is to oversee the accounting and financial reporting processes of the Company and the audits of the financial statements of the Company.

In addition to the powers and responsibilities expressly delegated to the Committee in this Charter, the Committee may exercise any other powers and carry out any other responsibilities delegated to it by the Board from time to time consistent with the Company’s bylaws. The powers and responsibilities delegated by the Board to the Committee in this Charter or otherwise shall be exercised and carried out by the Committee as it deems appropriate without requirement of Board approval, and any decision made by the Committee (including any decision to exercise or refrain from exercising any of the powers delegated to the Committee hereunder) shall be at the Committee’s sole discretion. As a matter of good corporate governance, the Committee will inform the Board of all significant or material decisions made by the Committee. While acting within the scope of the powers and responsibilities delegated to it, the Committee shall have and may exercise all the powers and authority of the Board. To the fullest extent permitted by law, the Committee shall have the power to determine which matters are within the scope of the powers and responsibilities delegated to it.

Notwithstanding the foregoing, the Committee's responsibilities are limited to oversight. Management of the Company is responsible for the preparation, presentation and integrity of the Company's financial statements as well as the Company's financial reporting process, accounting policies, internal audit function, internal accounting controls and disclosure controls and procedures. The independent auditor is responsible for performing an audit of the Company's annual financial statements, expressing an opinion as to the conformity of such annual financial statements with generally accepted accounting principles and reviewing the Company's quarterly financial statements. It is not the responsibility of the Committee to plan or conduct audits or to determine that the Company's financial statements and disclosure are complete and accurate and in accordance with generally accepted accounting principles and applicable laws, rules and regulations. Each member of the Committee shall be entitled to rely on the integrity of those persons within the Company and of the professionals and experts (including the Company's internal auditor or others responsible for the internal audit function, including contracted non-employee or audit or accounting firms engaged to provide internal audit services) (the "internal auditor") and the Company's independent auditor from which the Committee receives information and recommendations. Absent actual knowledge to the contrary, each member of the Committee shall be entitled to rely on the accuracy of the financial and other information provided to the Committee by such persons, professionals or experts...

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Compensation Committee

The Compensation Committee is comprised of John Bourgoin (Chairman), Neil Miotto, Frank Schneider, and Robert Herb.

The Committee is responsible for overseeing and reporting to the Board of Directors on policies and processes for the regular and orderly review of the compensation of the CEO and other senior executive management personnel. The Committee also is responsible for establishing, on an annual basis, the compensation of the CEO and executive management personnel, in accordance with the Board’s policy. The Committee believes that the primary goal of the Company’s compensation program should be related to fairly compensating the CEO and executive management for their success in creating shareholder value, as reported in the annual report of the Committee to shareholders included in the company’s Proxy Statement…

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Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee is comprised of Frank Schneider (Chairman), John Bourgoin, Dan Heneghan, and Robert Herb.

The Nominating and Corporate Governance Committee (the "Committee") of Micrel, Incorporated (the "Corporation") is appointed by the Corporation's Board of Directors (the "Board") to assist and advise the Board on composition and operation of the Board, including membership selection, committee selection and rotation practices, and to assist with review and consideration of developments in corporate governance practices. The Committee shall undertake those specific duties and responsibilities listed below and such other duties as the Board shall from time to time prescribe.

The primary objectives of the Nominating and Corporate Governance Committee are to assist the Board by: (i) considering and/or recruiting individuals qualified to become Board members and recommending that the Board select a group of director nominees for each next annual meeting of the Corporation's stockholders; (ii) recommending members of the Audit, Compensation and Nominating and Corporate Governance Committees of the Board who are qualified and experienced "independent" directors; (iii) assisting management and the Board in developing and recommending to the Board corporate governance policies and procedures applicable to the Corporation; and (iv) monitoring compliance with appropriate corporate governance practices as they relate to the duties of both management and the Board. All powers of the Committee are subject to the restrictions designated in the Corporation's bylaws and by applicable law…

Internal Audit Charter

This Internal Audit Charter was adopted by the Manager of Internal Audit and approved by the Audit Committee (the "Committee") of the Board of Directors of Micrel, Incorporated (the "Company") on April 24, 2006 and re-approved on October 14, 2013.

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