Semiconductor Industry Association

“The association has three classes of membership: charter members who have voting rights, international associate members and corporate associate members that do not have voting rights.”

“The charter (voting) members elect the board of directors of the association at the annual members meeting.”

“Under the california mutual benefit corporation code, several matters, e.g., mergers and acquisitions, disposal of assets, etc. Are reserved exclusively to the members.”

“A copy of the 990 is provided to the audit committee of the organization.”

“When any actual or potential conflict of interest arises, officers and staff of the sia disclose to sia the existence of the activity or opportunity that gives rise to such conflict. Disclosure is made to the president or, in the case of the president, to the chairman of the board. The president, with the assistance of sia's outside counsel, addresses any conflict of interest or potential conflict of interest submitted with respect to officers and staff and informs the chairman of the board of the resolution. The chairman of the board, with the assistance of sia's outside counsel, addresses any conflict of interest or potential conflict of interest with respect to the president and informs the board of the resolution. If the chairman of the board or the president has reasonable cause to believe that a person has failed to disclose an activity or opportunity that may pose an actual or potential conflict of interest, he informs the covered person of the basis for such belief and afford the person an opportunity to explain the alleged failure to disclose. If after hearing the covered person's response and making any further investigation as warranted by the circumstances the chairman of the board or the president, as the case may be, determines that the covered person has failed to disclose an actual or possible conflict of interest, the chairman of the board or the president take appropriate corrective or disciplinary action.”

“President of the sia's merit increase and bonus are determined by the sia board compensation subcommittee based on his/her performance. President of the sia assesses all employees and determines merit increase and bonus based on employee's performance. President of the sia submits recommendations to the sia board compensation subcommittee which consists of the past chair, current chair, and current vice chair. Committee either approves or provides guidance on change. The last compensation review took place in december 2016.”

“The organization makes its governing documents, conflict of interest policy, and financial statements available to the public upon request.”