How we’re governed

As a publicly held company, we are governed by a 13-member Board of Directors, which sets high standards for our executive leadership and all of our employees as it acts in the best interests of our stockholders. Our directors serve as a prudent fiduciary and oversee our Company’s management. Board members are expected at all times to act in accordance with our Code of Ethics.

Eleven of our 13 directors are independent, meaning they are not employees, have not been employees within the last three years and do not have any business or consulting arrangements with Qualcomm. The Board includes a presiding director who is independent. The presiding director presides at all meetings of the Board at which the chair is not present, including executive sessions of the independent directors.

Our ultimate aim is to integrate social responsibility into our corporate structure even more thoroughly than it is integrated today.

The Board has four standing committees: Audit, Compensation, Finance and Governance. Members of all committees except Finance are composed of independent directors. The presiding director serves as chair of one of the three independent committees.

The positions of chairman of the board and chief executive officer are combined and are currently held by Dr. Paul E. Jacobs, who has served as chairman of the board since 2009 and as chief executive officer since 2005. The Board elects the chairman of the board and chief executive officer based on the criteria that it deems appropriate and in the best interests of the Company at the time of election.

Detailed information about our governance structure and policies is available on our corporate website.

In 2010, we took our commitment to social responsibility to a new level by creating a Qualcomm Social Responsibility (QSR) governance structure dedicated to advancing and reporting our responsibility initiatives. Heading the new structure is the QSR Leadership Committee, which provides guidance on key global citizenship issues and reports annually to the Governance Committee of our Board of Directors. Four QSR committees—Company, Workplace, Community, and Environment—include experts from across our Company who have front-line knowledge of how we integrate social responsibility initiatives in our daily operations. These representatives are tasked with implementing the QSR Leadership Committee’s directives as companywide practices broadly shared with our stakeholders through various communication channels and annual reporting efforts.

A new organizational structure dedicated to responsibility

Our new QSR structure increases Qualcomm’s accountability on social responsibility issues by making senior management responsible for key initiatives. It increases transparency by providing a framework for more thorough and accurate reporting. And by providing a system for generating ideas and assessing current initiatives, it will enable continuous improvement of our social responsibility efforts.

Our ultimate aim is to integrate social responsibility into our corporate structure even more thoroughly than it is integrated today. It is our intention that, eventually, all Qualcomm employees will be engaged in our social responsibility efforts in some way. Whether it means volunteering in the community, biking to work, improving product safety, reducing the adverse environmental effects of our products, conserving resources or helping safeguard the integrity of our Company, we want to make responsibility part of everyone’s job description.

As the number of people using mobile technology has grown, so has our Company. With growth comes not only reward but also risk, opportunity and impact, both positive and potentially negative, on our stakeholders. Our Board, executives and management work daily to minimize risk, capitalize on strategic opportunities and remain mindful of the various impacts of our work. Our social responsibility initiatives are a key part of that effort. Here are just a few examples.

Global economic conditions could decline, affecting demand for our products and reducing our revenues. By investing in the places where we do business through our community involvement programs, we’re helping to bolster communities against the effects of economic downturns. By hiring locally, we’re providing jobs and stimulating local economies. Meanwhile, by acting as a prudent fiduciary for our Company and our stockholders, our Board of Directors seeks to protect the Company from adverse economic effects.

Intense competition and the rapid evolution of technology in our industry could leave us at a disadvantage. By recruiting the best minds in the industry and building a workforce characterized by a diversity of perspectives; by promoting a workplace culture that has been recognized as being among the best in the world; and by treating employees fairly and rewarding them well, we help ensure access to the innovators who will define and lead our industry in coming years. Further, by making our products ever more sustainable and safe, we continue to achieve an imperative for any company that hopes to set the agenda for the industry.

Our business could suffer in the event of a disaster or systems failure. Our Global Emergency Management team works daily to mitigate the potential effects of a wide range of natural and human-made catastrophes. We currently have plans in place for business continuity in response to an emergency or catastrophe, which are updated on a consistent basis.

In the United States and abroad, we are subject to an array of government regulations pertaining to our environmental impact, safety, corporate governance, employees and more. Through our clear, comprehensive corporate code of conduct as well as ongoing employee training, we make ethical and regulatory requirements clear and reduce the risk of noncompliance, corruption or ethical breaches. Similarly, our Qualcomm CDMA Technologies (QCT) business unit’s Supplier Code of Conduct helps ensure regulatory compliance and ethical behavior among our integrated circuit manufacturing suppliers. Also, our ongoing efforts to make our products increasingly safe and sustainable reduce the likelihood that we will violate environmental and safety regulations.

For additional discussion of risks related to our businesses, please refer to our most recently filed 10-Q and 10-K with the U.S. Securities and Exchange Commission under the heading “Risk Factors.”