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This excerpt taken from the CRUS DEF 14A filed Jun 1, 2009. III.
Board Committees
General
The Board will have at all times an Audit Committee, a
Compensation Committee and a Governance Committee. All of the
members of these committees will meet the criteria for
independence required by applicable listing standards of the
NASDAQ and other applicable laws and regulations. Committee
members will be appointed by the Board upon recommendation of
the Governance Committee with consideration of the desires of
individual directors. It is the belief of the Board that
consideration should be given to rotating committee members
periodically. It is expected that each committee Chair will have
had previous service on the applicable committee.
Charters
Each committee will have its own charter, which is approved by
the Board. The charters will establish the purposes, goals and
responsibilities of the committees, as well as qualifications
for committee membership, procedures for committee member
appointment and removal, committee structure, operations and
reporting to the Board.
Schedule and Timing of Meetings
The Chair of each committee, in consultation with the committee
members, will determine the frequency and length of the
committee meetings consistent with any requirements set forth in
the committee’s charter. The Chair of each committee, in
consultation with the appropriate members of the committee and
management, will develop the committee’s agenda. At the
beginning of the year, each committee will establish a schedule
of agenda subjects to be discussed during the year (to the
degree these can be foreseen). The schedule for each committee
will be furnished to all directors. Board members are welcome to
attend any Committee meeting, whether they are a member of the
committee or not.
Additional Committees
The Board may, from time to time, establish or maintain
additional committees as deemed necessary or appropriate.
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