Corporate Governance

Sound corporate governance principles provide the foundation on which Cymer strives to build the trust of its shareholders and investors, employees, other stakeholders, and the public. The members of Cymer's Board serve at the discretion of its shareholders, and work to represent their interests by enhancing business strategies and practices for the creation of long-term shareholders value. The policies outlined below help ensure that Cymer is managed with integrity and high professional standards consistent with our shareholders' best interests and the requirements of the law.

More than just committees and guidelines, good governance requires that corporate leaders exemplify and nurture in others the qualities of integrity, honesty and responsibility. The heart of good governance is a dedicated and knowledgeable board of directors. Cymer is fortunate to have directors who are experienced business people with deep understanding of the high technology marketplace. They regularly offer management their unbiased and independent opinions and play a critical role in charting, and overseeing the implementation of, our strategy. Ultimately, of course, the quality of governance is measured by how well the board and management meet their obligations to shareholders.

Corporate Governance Highlights

• Shareholders elect the entire Board of Directors each year at the annual meeting.
• All but one of Cymer's eight Board members are independent of management.
• The Board has adopted written corporate governance guidelines that establish the Board's duties and responsibilities.
• Cymer's Board of Directors has four committees, all the members of which are independent of management.
  • Audit Committee
  • Compensation Committee
  • Nominating and Corporate Governance Committee
  • Scientific Advisory Board Committee
• The Audit, Compensation, and Nominating and Corporate Governance Committees each have a written charter that establishes the Committee's duties and responsibilities. The Scientific Advisory Board Committee provides a liaison between Cymer's Scientific Advisory Board and the Board of Directors.
• The independent members of Cymer's Board of Directors, and of each of the Board Committees, meet every quarter without any members of management present.
• Independent Board members will rotate as chair of the Board of Directors executive session.
• The full Board and each of the committees have authority to hire independent accounting, legal and other advisors at Cymer's expense.
• Each of the Board Committees discusses and evaluates its own performance, and the Nominating and Corporate Governance Committee discusses and evaluates the performance of the Board as a whole, annually.
• Our independent auditors report directly to the Board's Audit Committee.
• The Audit Committee has established policies consistent with the newly enacted corporate reform laws for auditor independence.
• Our internal audit function reports directly to the Board's Audit Committee.
• Cymer's Board of Directors, management and employees operate under a code of conduct and corporate governance that sets the standards that all adhere to. This code includes a conflict of interest policy to ensure that the individuals who make important corporate decisions do not have a financial interest in the outcome separate from their interest as Cymer directors, officers or employees.
• Cymer actively monitors compliance with the law and our global financial policies and practices over critical areas, including internal controls, financial accounting and reporting, fiduciary accountability, and safeguarding of our corporate assets.

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