Corporate Governance
Corporate governance is an integral part of the Cadence® 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.
Code of Business Conduct
The Cadence Code of Business Conduct provides standards for ethical conduct in dealing with agents, customers, suppliers, government officials and others. It applies to all Cadence directors, officers and employees (and those of its subsidiaries) worldwide.
Download the current Code of Business Conduct
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 Cadence are made in the best interests of the shareholders and Cadence as a whole, and to protect the Cadence interests 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 Cadence. It is therefore Cadence'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 Cadence. The Board has adopted the Related Party Transaction Policies and Procedures for the review, approval and ratification of Related Party Transactions.
Download the current Cadence Related Party Transaction Policies and Procedures
Board Corporate Governance Guidelines
The Corporate Governance Guidelines have been approved by the Board and cover various topics relating to the Board and its activities, including the selection and composition of the Board, Board leadership, compensation and responsibilities of directors, access to senior management and outside advisors, meeting procedures and committee matters.
Download the current Cadence Corporate Governance Guidelines
Board Composition
The table below reflects the composition of the Cadence Board and its Committees.
Cadence at a Glance as of Feb 2024
Company Info
Global Office Locator
Members of Corporate Governance
Audit Committee | Compensation Committee | Corporate Governance and Nominating Committee | Finance Committee | Independent | |
---|---|---|---|---|---|
Mark W. Adams | Chair | x | x | ||
Ita Brennan | x | Chair | x | ||
Lewis Chew | Chair | x | x | ||
Anirudh Devgan, Ph.D. | |||||
ML Krakauer Chair of the Board |
x | x | x | ||
Julia Liuson | x | x | x | ||
James D. Plummer, Ph.D. | x | x | x | ||
Alberto Sangiovanni-Vincentelli, Ph.D. | x | x | x | ||
Young K. Sohn | Chair | x |
Director Independence
The Board has determined that eight of nine Cadence directors are independent under the Nasdaq guidelines.
Board Committees
The four current committees of the Board are the Audit Committee, Compensation Committee, Corporate Governance and Nominating Committee and Finance 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 in its oversight of the integrity of the financial statements of the company, compliance with regulatory requirements and the performance of Cadence's independent auditors and internal audit function. The Audit Committee, composed entirely of independent directors, is chaired by Lewis Chew and also includes Ita Brennan and Dr. James D. Plummer.
Download the Cadence Audit Committee Charter
Compensation Committee
The Compensation Committee, among other things, determines, approves and reports to the Board on all policies of compensation for the executive officers of Cadence. The Compensation Committee, composed entirely of independent directors, is chaired by Mark W. Adams and also includes Mary Louise Krakauer and Julia Liuson.
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 Corporate Governance and Nominating Committee, composed entirely of independent directors, is chaired by Ita Brennan and also includes Mary Louise Krakauer, Julia Liuson, Dr. James D. Plummer and Dr. Alberto Sangiovanni-Vincentelli.
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 Young K. Sohn and also includes Mark W. Adams, Lewis Chew and Dr. Alberto Sangiovanni-Vincentelli.
Download the Cadence Finance Committee Charter
Stock Ownership Guidelines for Directors and Executive Officers
The Board 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.
Download the current Cadence Stock Ownership Guidelines
Conflict Minerals
Cadence shares concerns that Conflict Minerals (tin, tungsten, tantalum and gold) sourced from the Democratic Republic of the Congo and adjoining countries (collectively, the “Covered Countries”) may directly or indirectly finance or benefit armed groups that engage in human rights abuses. In addition, Cadence supports industry efforts, such as the Conflict Free Sourcing Initiative, to enable companies to source conflict-free minerals. Cadence is committed to responsible sourcing of materials for its products and seeks to avoid the use of Conflict Minerals that have funded armed groups in the Covered Countries. Cadence expects the same from its suppliers. Accordingly, Cadence has set forth its expectations for its suppliers in its Conflict Minerals Policy Statement.
Download the current Cadence Conflict Minerals Policy Statement
UK Modern Slavery Act
As required under the United Kingdom Modern Slavery Act 2015, Cadence publishes an annual statement setting out the steps it takes to prevent modern slavery in its business and supply chains. Cadence believes that no individual should be subjected to any form of forced labor, slavery or human trafficking, and Cadence will take necessary steps to prevent forced labor, slavery or human trafficking from existing within its organization and to reduce the possibility of forced labor, slavery or human trafficking taking place in its supply chains.
Download the current Cadence UK Modern Slavery Act Statement
Supplier Code of Conduct
Cadence has a Supplier Code of Conduct for its suppliers because Cadence expects its suppliers to hold themselves to the same rigorous governance standards that Cadence holds itself to. To ensure Cadence’s relationships with its suppliers meet and support these expectations, Cadence has based its Supplier Code of Conduct on the Responsible Business Alliance Code of Conduct.
Download the Cadence Supplier Code of Conduct
UK Corporate Tax Strategy Statement
The United Kingdom Finance Act 2016 requires certain companies operating within the United Kingdom to publish a United Kingdom Corporate Tax Strategy Statement. Accordingly, Cadence, which operates in the United Kingdom through a subsidiary, sets forth its subsidiary’s UK Corporate Tax Strategy Statement.
Download the current Cadence Design Systems Limited UK Corporate Tax Strategy Statement