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Corporate Governance
Corporate governance is an integral part of Cadence's corporate culture. It is founded on Cadence values and is consistent with our stockholders' best interests and the requirements of the law. Our commitment to efficient company management, protection of stockholders' interests, and the transparency of corporate communications is vital to gaining and retaining the trust of investors, partners, employees, customers, and communities in which we work and do business.
Corporate Governance Guidelines
The Corporate Governance Guidelines, along with charters of the Board Committees, which have been approved by the Board of Directors, set forth the authority and procedures for the Board to exercise independence in evaluating Cadence business operations. This governance framework includes the selection and composition of the Board, Board leadership, compensation, responsibilities of directors, access to senior management and outside advisors, meeting procedures, and committee matters.
Download the current Corporate Governance Guidelines  .
Related Party Transaction Policies and Procedures
The purpose of the Related Party Transaction Policies and Procedures is to ensure that the deliberations and decisions of the Corporation are made in the best interests of the shareholders and the Corporation as a whole, and to protect the interests of the Corporation when it is contemplating entering into a transaction, contract, or arrangement that might benefit the private interest of a director, executive officer, their immediate family members, or a beneficial holder of greater than 5% of the Common Stock of the Corporation. It is therefore the Corporation's policy to enter into or ratify Related Party Transactions based upon a determination that the transaction is in, or not opposed to, the best interest of the Corporation. The Board has adopted the Related Party Transaction Policies and Procedures(PDF) for the review, approval and ratification of Related Party Transactions.
Download the current Cadence Related Party Transaction Policies and Procedures .
Code of Business Conduct
The Cadence Code of Business Conduct provides standards for ethical conduct in dealing with agents, customers, suppliers, political entities, and others. It applies to all Cadence directors, officers and employees (and those of its subsidiaries) worldwide.
Download the current Code of Business Conduct .
Board Composition
The table below reflects the composition of the Cadence Board and its Committees.
Click on member names to view biographies.
Director Independence
The Board of Directors has determined that six of eight Cadence directors are independent under the NASDAQ guidelines.
Board Committees
The five current Committees of the Board are the Audit Committee, Compensation Committee, Corporate Governance and Nominating Committee, Finance Committee, and Technology Committee. Occasionally, the Board may establish a new committee or disband a current committee depending upon internal circumstances or external requirements. Audit Committee
The Audit Committee assists the Board of Directors in its oversight of the integrity of the financial statements of the company, compliance with regulatory requirements, and the performance of the company's independent auditors and internal audit function. The Audit Committee, composed entirely of independent directors, is chaired by Roger S. Siboni and also includes Donald L. Lucas and Dr. John B. Shoven.
Download the Cadence Audit Committee Charter .
Compensation Committee
The Compensation Committee, among other things, determines, approves and reports to the Board of Directors on all policies of compensation for the executive officers of the company. The Compensation Committee, composed entirely of independent directors, is chaired by Dr. John B. Shoven and also includes Donald L. Lucas and George M. Scalise.
Download the Cadence Compensation Committee Charter .
Corporate Governance and Nominating Committee
The Corporate Governance and Nominating Committee oversees the Board's self-evaluation, nominates the Board members, evaluates nominees recommended by the stockholders and reviews the appropriateness of each director's continuing service on the Board. The Committee, composed entirely of independent directors, is chaired by Donald L. Lucas and also includes George M. Scalise, Dr. John B. Shoven, Roger S. Siboni, and John A.C. Swainson.
Download the Cadence Corporate Governance and Nominating Committee Charter .
Finance Committee
The Finance Committee, among other things, advises the Board and acts on behalf of Cadence in monitoring its strategic and other portfolio investments. The Finance Committee is chaired by Donald L. Lucas and also includes Dr. John B. Shoven, Roger S. Siboni and Lip-Bu Tan.
Technology Committee
The Technology Committee monitors trends in technology that may affect Cadence's strategic plans and advises the Board regarding Cadence's research and development activities. The Technology Committee is chaired by Alberto Sangiovanni-Vincentelli, PhD and also includes Michael J. Fister and Lip-Bu Tan.
Stock Ownership Guidelines for Directors and Executive Officers
Cadence's Board of Directors has adopted Stock Ownership Guidelines to align the interests of its directors and executive officers with the interests of stockholders and further promote Cadence's commitment to sound corporate governance. Cadence does not require that
directors or executive officers own a specific number of shares because it expects that directors and executive officers will act in Cadence's best interests regardless of the number of shares they own. However, the Board has established share ownership guidelines for its members and Cadence's executive officers.
Stock Ownership Guidelines for Directors
Each member of Cadence's Board of Directors is encouraged to hold at least 5,000 shares of Cadence common stock within the first two years of his or her election to the Board.
Stock Ownership Guidelines for Executive Officers
Each of our executive officers who is designated an "officer" as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934, as amended, is encouraged to hold at least the number of shares set forth below no later than five years after the date of his or her designation:
| Position |
Shares |
| Chief Executive Officer |
100,000 |
| Chief Financial Officer and Executive Vice Presidents |
50,000 |
| Senior Vice Presidents |
25,000 |
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Counting Shares Owned
For purposes of determining stock ownership levels, the following forms of equity interests in Cadence count towards satisfaction of the guidelines:
 | Restricted or incentive shares | | Shares obtained through the Cadence Employee Stock Purchase Plan | | Shares obtained through the exercise of stock options | | Shares purchased on the open market | | Shares owned outright by the executive officer or director or his or her immediate family members residing in the same household | | Shares held in trust for the benefit of the executive officer or director or his or her family | | Restricted shares granted under Cadence's employee plans |
These guidelines may be reevaluated from time to time.
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