2004 Committee Charter : SLABI. MEMBERSHIP:
The Audit Committee of Silicon Laboratories Inc. (the "Corporation") shall be
comprised of at least three members of the Corporation's Board of Directors (the
"Board"). The members of the Audit Committee shall be appointed by the Board and
shall collectively meet the applicable independence, financial literacy and
other requirements of The NASDAQ Stock Market ("Nasdaq") and applicable federal
law. Members of the Audit Committee may be removed at any time, with or without
cause, by the Board.
A majority of the members of the Audit Committee shall constitute a quorum.
The Audit Committee shall meet as required either on the dates of regular Board
meetings or in special meetings as appropriate.
The purpose of the Audit Committee is to oversee the accounting and financial
reporting processes of the Corporation and the audits of the Corporation's
The Audit Committee shall not have authority to: (1) adopt, amend, or repeal the
Corporation's Bylaws; (2) fill vacancies on the Audit Committee or change its
membership; (3) amend the Corporation's Certificate of Incorporation; (4) act on
matters assigned to other committees of the Board; or (5) take any action
prohibited by the Corporation's Certificate of Incorporation, Bylaws or
Minutes will be kept of each meeting of the Audit Committee and will be provided
to each member of the Board. Unless otherwise restricted by the Corporation's
Certificate of Incorporation or Bylaws, any action that may be taken at any
meeting of the Audit Committee may be taken without a meeting, if all members of
the Audit Committee consent thereto in writing, and the writing is filed with
the minutes of proceedings of such committee. Any action of the Audit Committee
shall be subject to revision, modification, rescission, or alteration by the
Board, provided that no rights of third parties shall be affected by any such
revision, modification, rescission, or alteration.
VII. POWERS, RESPONSIBILITIES AND DUTIES:
To fulfill its responsibilities and duties, the Audit Committee shall:
o Be directly responsible for the appointment, compensation, retention
and oversight of the work of any registered public accounting firm
engaged for the purpose of preparing or issuing an audit report or
performing other audit, review or attest services for the Corporation,
and each such registered public accounting firm must report directly
to the Audit Committee.
o Resolve any disagreements between management and the Corporation's
independent auditors regarding financial reporting.
o Review the organization's annual and quarterly financial statements
and quarterly earnings press releases.
o Pre-approve all auditing and permitted non-audit services to be
performed by the Corporation's auditors.
o Obtain, on an annual basis, a formal written statement from the
independent auditor delineating all relationships between the auditor
and the Corporation consistent with Independence Standards Board
Standard 1, and engage in a dialogue with the auditor with respect to
any disclosed relationships or services that may impact the
objectivity and independence of the auditor and take, or recommend
that the Board take, appropriate action to oversee the independence of
the independent auditor.
o Following completion of the annual audit, review separately with the
independent auditor, the internal auditing department, if any, and
management any significant difficulties encountered during the course
of the audit.
o Establish procedures for the receipt, retention and treatment of
complaints received by the Corporation regarding accounting, internal
accounting controls or auditing matters, as well as for the
confidential, anonymous submission by the Corporation's employees of
concerns regarding questionable accounting or auditing matters.
o Retain independent counsel, experts and other advisors as the Audit
Committee determines necessary to carry out its duties.
o Receive appropriate funds, as determined by the Audit Committee, from
the Corporation for payment of (i) compensation to any registered
public accounting firm engaged for the purpose of preparing or issuing
an audit report or performing other audit, review or attest services
for the Corporation, (ii) compensation to any independent counsel,
experts and other advisors employed by the Audit Committee, and (iii)
ordinary administrative expenses of the Audit Committee that are
necessary or appropriate in carrying out its duties.
o Review and approve all "related-party transactions" as such term is
defined in Item 404 of Regulation S-K.
o Prepare the report of the Audit Committee required to be included in
the Corporation's annual proxy statement.
o Review and reassess the adequacy of this Charter at least annually and
recommend any changes to the Board.
o Perform any other activities consistent with this Charter, the
Corporation's Bylaws, Nasdaq rules and governing law, as the Audit
Committee or the Board deems necessary or appropriate, including,
without limitation, the delegation of authority to one or more members
of the Audit Committee of authority to carry out certain activities
set forth hereunder.