Board Meetings and Committees
The Board held a total of 8 meetings during 2021. The Board has a standing Audit Committee, Compensation Committee, and Nomination & Governance Committee.
During 2021, all directors attended 100% of the meetings of the Board and committees of the Board on which they served, except for Mr. Griffin, who attended less than 75% of such meetings due to a family emergency. NI encourages, but does not require, its Board members to attend NI’s annual meeting of stockholders. In 2021, all of our directors attended our virtual annual stockholder meeting, other than Mr. Griffin, who was absent due to a family emergency, and Mr. Roesslein, who’s term as director expired at such meeting.
Board Leadership Structure
In September 2018, the Board appointed Mr. McGrath, an independent member of the Board, as Chair of the Board. In such role, Mr. McGrath is responsible for coordinating the activities of the Board, chairing all meetings of the Board, developing agendas for such meetings, building a productive relationship between the Board and our President and Chief Executive Officer (“CEO”), and assisting the Board in fulfilling its oversight responsibilities of our strategy, risk oversight and succession planning. The Board believes its current leadership structure best serves the objectives of the Board’s oversight of management, the Board’s ability to carry out its roles and responsibilities on behalf of our stockholders, and our overall corporate governance. The Board also believes that the separation of the Chair and our President and CEO roles allows the President and CEO to focus his time and energy on operating and managing NI, while leveraging the Chair’s experience and perspectives. The Board periodically reviews its leadership structure to determine whether it continues to best serve NI and its stockholders.
Our Board oversees risk management in a number of ways, including the potential impact of COVID-19 and cybersecurity incidents on enterprise risk and crises response. The full Board receives an annual report with respect to our enterprise risk management process, as well as reports on various risk related items at least twice per year and otherwise as relevant, including risks related to our manufacturing operations, cybersecurity, trade compliance, intellectual property, taxes, products, employees, and the continuing impact of the COVID-19 pandemic. The full Board also receives periodic reports on our efforts to manage such risks through safety measures, insurance or self-insurance. The Audit Committee oversees the management of financial and accounting related risks as an integral part of its duties. The Audit Committee also receives reports on ethics and compliance matters quarterly and otherwise as relevant. Similarly, the Compensation Committee considers risk management when setting the compensation policies and programs for our executive officers and other employees.
Communications to the Board of Directors
Stockholders may communicate with any member or members of the Board by mail addressed to the Chair, any other individual member or members of the Board, to the full Board, or to a particular committee of the Board. In each case, such correspondence should be sent to the following address: 11500 North Mopac Expressway, Building B, Austin, Texas 78759, Attention: Corporate Secretary. Correspondence received that is addressed to the members of the Board will be reviewed by our Chief Legal Officer, Senior Vice President and Secretary or his designee, who will forward such correspondence to the appropriate member or members of the Board.
The Audit Committee, which currently consists of directors Gayla J. Delly (Chair), James E. Cashman, III, Gerhard P. Fettweis, and Michael E. McGrath, met six times during 2021. The Audit Committee appoints, compensates, retains, and oversees the engagement of our independent registered public accounting firm, reviews with such independent registered public accounting firm the plan, scope, and results of their examination of our consolidated financial statements and reviews the independence of such independent registered public accounting firm. The Audit Committee maintains free and open communication with our independent registered public accounting firm and the internal audit department, overseeing the internal audit function and our management team. The Audit Committee inquires about any significant financial risks exposures and assesses the steps management has taken to minimize such exposures to NI, including the adequacy of insurance coverage and the strategy for management of foreign currency risk. The Audit Committee also reviews our compliance with matters relating to environmental, Equal Employment Opportunity Commission and SEC regulations. The Audit Committee has established procedures to