GRI 2: General Disclosures 2021 |
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2-1 |
Organizational details |
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2-2 |
Entities included in the organization's sustainability reporting |
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2-3 |
Reporting period, frequency and contact |
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2-4 |
Restatements of information |
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2-5 |
External assurance |
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2-6 |
Activities, value chain and other business relationships |
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2-7 |
Employees |
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2-8 |
Workers who are not employees |
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2-9 |
Governance structure and composition |
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2-10 |
Nomination and selection of the highest governance body |
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Describe the nomination and selection processes for the highest governance body and its committees:: Our Board of Directors is composed of seven members who are divided into two classes with overlapping two-year terms. At each annual meeting of stockholders, a class of directors is elected for a term of two years to succeed those directors whose terms expire on the annual meeting date. A director serves in office until his or her respective successor is duly elected and qualified or until his or her earlier death or resignation. Any additional directorships resulting from an increase in the number of directors will be distributed among the two classes so that, as nearly as possible, each class will consist of an equal number of directors. Any vacancy occurring mid-term will be filled by a majority of the other current members of the Board of Directors. There is no family relationship between any of our directors.
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Describe the criteria used for nominating and selecting highest governance body members:: Four Class I directors are to be elected during the Annual Meeting for a two-year term ending in 2026. Based on the recommendation of our Corporate Governance/Nominating Committee, our Board of Directors has nominated Charles Kissner, Meera Rao, Necip Sayiner, and Luc Seraphin for election as Class I directors. The Company's bylaws provide that in uncontested elections, nominees will be elected to the Board of Directors if the votes cast for a nominee's election exceed the votes cast against such nominee's election. The Board of Directors, after taking into consideration the recommendation of the Corporate Governance/Nominating Committee of the Board of Directors, will determine whether or not to accept the pre-tendered resignation of any nominee for director, in an uncontested election, who receives a greater number of votes “AGAINST” his or her election than votes “FOR” such election. There are no cumulative voting rights in the election of directors. Stockholders as of the Record Date may vote their shares for or against some, all or none of the Class II nominees. In the election of directors, any abstentions in respect of a nominee will not impact the election of that nominee. In tabulating the voting results for the election of directors, only “FOR” and “AGAINST” votes are counted.
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2-11 |
Chair of the highest governance body |
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2-12 |
Role of the highest governance body in overseeing the management of impacts |
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2-13 |
Delegation of responsibility for managing impacts |
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2-14 |
Role of the highest governance body in sustainability reporting |
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2-15 |
Conflicts of interest |
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Describe the processes for the highest governance body to ensure that conflicts of interest are prevented and mitigated:: All of our directors and executive officers are subject to our Code of Business Conduct and Ethics, and our directors are guided in their duties by our Corporate Governance Guidelines. Our Code of Business Conduct and Ethics requires that our directors and executive officers avoid situations where a conflict of interest might occur or appear to occur. In general, our directors and executive officers should not have a pecuniary interest in transactions involving us or a customer, licensee, or supplier of the Company, unless such interest is solely a result of routine investments made by the individual in publicly traded companies. In the event that a director or executive officer is going to enter into a related party transaction with a relative or significant other, or with a business in which a relative or significant other is associated in any significant role, the director or executive officer must fully disclose the nature of the related party transaction to our Chief Financial Officer. For directors and executive officers, such related party transaction then must be reviewed and approved in advance by the Audit Committee. For other conflicts of interest that may arise, the Code of Business Conduct and Ethics advises our directors and executive officers to consult with our General Counsel. In addition, each director and officer is required to complete a Director and Officer Questionnaire on an annual basis and upon any new appointment, and provide quarterly updates, which requires disclosure of any related-party transactions pertaining to the director or executive officer. Our Board of Directors will consider such information in its determinations of independence with respect to our directors under applicable Nasdaq and SEC rules. In order to help ensure our directors remain free from conflicts or the appearance of conflicts, our Corporate Governance Guidelines require that each director deliver an irrevocable resignation from the Board of Directors, to be effective upon the occurrence of both (i) a significant change in his or her status and appointments or positions with other companies during his or her tenure as a director on the Board of Directors, and (ii) the Board of Directors' acceptance of such resignation.
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2-16 |
Communication of critical concerns |
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Describe whether and how critical concerns are communicated to the highest governance body:: The Rambus Code of Business Conduct and Ethics details how to report potential violations of the code, including Human Rights-related violations, and details how we handle investigations. Threats of retaliation are not tolerated. Open communication of issues and concerns without fear of retribution or retaliation is vital to our corporate culture and the successful implementation of this Code. We will not tolerate any threats, retribution, reprisals or retaliation against any person who has in good faith reported a suspected violation of law, this Code or other Rambus policies, or any person who is assisting in any related investigation or process. Anyone who discriminates or retaliates against any person in these contexts will be subject to disciplinary action, up to and including termination of employment or service with the company.
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2-17 |
Collective knowledge of the highest governance body |
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2-18 |
Evaluation of the performance of the highest governance body |
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2-19 |
Remuneration policies |
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2-20 |
Process to determine remuneration |
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2-21 |
Annual total compensation ratio |
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2-22 |
Statement on sustainable development strategy |
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Provide a statement from the highest governance body or most senior executive of the organization about the relevance of sustainable development to the organization and its strategy for contributing to sustainable development:: At Rambus, we are committed to ethical, responsible and sustainable business practices. ESG and corporate social responsibility (“CSR”) is an enterprise-wide commitment and our Board of Directors monitors and supports our CSR efforts. Our Corporate Social Responsibility Management System (CSRMS) to provide a strong framework for integrating socially responsible behavior across our business. The CSRMS has evolved since to encompass both our CSR and ESG programming and aligns with the principles of ISO 25000:2010. This management system developed a set of principles, impacts, interests, and expectations and outlined the company's key stakeholders and the standards we will set for communicating with and exceeding the expectations of those stakeholders. Our 7 principles outline our approach to corporate social responsibility. They emphasize the importance of environmental excellence, health and safety, greenhouse gas management, energy management, environmental design, and other key areas.
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2-23 |
Policy commitments |
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Describe specific policy commitments to respect human rights:: Rambus believes human rights are the fundamental rights, freedoms, and standards of treatment to which all people are entitled, including without limitation, women, minority, LGBTQ, veteran, contract, and direct employees. Respect for human rights is rooted in our values and applies wherever we do business. We are aligned to the UN Guiding Principles on Business and Human Rights and the OECD Guidelines for Multinational Enterprises. We expect our suppliers to respect internationally recognized human rights and to adhere to the UN Guiding Principles on Business and Human Rights. Stakeholder involvement in developing our human rights policy, its implementation, and ensuring an effective outcome are essential. We require that private security forces under our control (if any) respect these human rights.
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2-24 |
Embedding policy commitments |
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Describe how policy commitments for responsible business conduct are embedded throughout activities and business relationships:: In furtherance of the principles and other values enshrined within the Universal Declaration of Human Rights, Rambus has adopted multiple policies and practices, including the Rambus Code of Business Conduct and Ethics and Rambus Vendor Code of Conduct (which is based on the Responsible Business 2 Alliance (RBA) Code of Conduct; such Rambus codes, collectively, the “Rambus Codes”). Rambus is committed to working with its vendors, partners, employees, management, and Board of Directors to uphold this Policy and revisit it as necessary. Rambus expects our vendors to follow the standards set forth in the Rambus Codes, as well as all applicable laws and regulations. The Rambus Codes require Rambus personnel and vendors to respect personal privacy, treat workers with dignity and respect, and comply with all applicable laws pertaining to freedom of association, collective bargaining, immigration, working time, wages, benefits and hours, safe and healthy working conditions, as well as laws prohibiting forced, compulsory and child labor, human trafficking, harassment, and employment discrimination. Assessments are conducted annually to evaluate high risk suppliers' performance in the area of human rights. We track the number of employees or contractors that do not meet standards on slavery and trafficking and have a corrective action system. Rambus' employee onboarding training includes a Human Rights component. We provide Rambus personnel with training, resources, and systems to effectuate our commitment to protecting human rights. Rambus' employee training includes training on human trafficking and slavery for its employees and management with direct responsibility for supply chain management The Rambus Codes and Rambus Global Anti-Corruption Policy require personnel to comply with all applicable laws regarding bribery and corruption, e.g., the United States Foreign Corrupt Practices Act. We train our personnel on this requirement regularly. The Rambus Conflict Mineral Policy requires us to follow applicable law to ensure we, and our applicable vendors, are sourcing minerals for our products in a manner that does not contribute to human rights violations. Rambus maintains board-level oversight and engagement with senior executives regarding our corporate responsibility priorities, including this Human Rights Statement and the policies and practices mentioned herein. We prohibit retaliation against any employee for reporting, in good faith, a suspected violation of law, or any other Rambus code or policy. We regularly assess our top suppliers to evaluate their conformance with Rambus's Vendor Code of Conduct and the human rights-related obligations therein. If any issues arise, Rambus will properly address them.
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2-25 |
Processes to remediate negative impacts |
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Describe the commitments to provide for or cooperate in the remediation of negative impacts caused or contributed to:: In furtherance of these principles and other values enshrined within the Universal Declaration of Human Rights, Rambus has adopted multiple policies and practices, including the Rambus Code of Business Conduct and Ethics and Rambus Vendor Code of Conduct (which is based on the Responsible Business 2 Alliance (RBA) Code of Conduct; such Rambus codes, collectively, the “Rambus Codes”). Rambus is committed to working with its vendors, partners, employees, management, and Board of Directors to uphold this Policy and revisit it as necessary. Rambus expects our vendors to follow the standards set forth in the Rambus Codes, as well as all applicable laws and regulations. The Rambus Codes require Rambus personnel and vendors to respect personal privacy, treat workers with dignity and respect, and comply with all applicable laws pertaining to freedom of association, collective bargaining, immigration, working time, wages, benefits and hours, safe and healthy working conditions, as well as laws prohibiting forced, compulsory and child labor, human trafficking, harassment, and employment discrimination. Assessments are conducted annually to evaluate high risk suppliers' performance in the area of human rights. We track the number of employees or contractors that do not meet standards on slavery and trafficking and have a corrective action system. Rambus' employee onboarding training includes a Human Rights component. We provide Rambus personnel with training, resources, and systems to effectuate our commitment to protecting human rights. Rambus' employee training includes training on human trafficking and slavery for its employees and management with direct responsibility for supply chain management The Rambus Codes and Rambus Global Anti-Corruption Policy require personnel to comply with all applicable laws regarding bribery and corruption, e.g., the United States Foreign Corrupt Practices Act. We train our personnel on this requirement regularly. The Rambus Conflict Mineral Policy requires us to follow applicable law to ensure we, and our applicable vendors, are sourcing minerals for our products in a manner that does not contribute to human rights violations. Rambus maintains board-level oversight and engagement with senior executives regarding our corporate responsibility priorities, including this Human Rights Statement and the policies and practices mentioned herein. We prohibit retaliation against any employee for reporting, in good faith, a suspected violation of law, or any other Rambus code or policy. We regularly assess our top suppliers to evaluate their conformance with Rambus's Vendor Code of Conduct and the human rights-related obligations therein. If any issues arise, Rambus will properly address them.
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Describe the approach to identify and address grievances, and the grievance mechanisms used:: If an individual suspects or becomes aware of any action related to bribery, recordkeeping or internal controls that he or she believes may be illegal, unethical or inappropriate, or otherwise in violation of this Policy, the person should immediately report the situation to the Legal Department or other member of senior management. Any manager, member of senior management, or Human Resources representative who receives a report of a potential violation of this Policy or the law must immediately inform the Legal Department. If an individual is uncomfortable reporting a concern in person or otherwise “on the record”, you may also report the concerns via the Company's confidential and anonymous whistleblower hotline web site at http://www.mysafeworkplace.com/ or by making a toll-free telephone call to 1-800-461-9330. The Company will not permit retaliation of any kind against anyone who makes a report or complaint in good faith with a reasonable basis for believing that a violation of this Policy or other illegal, unethical or inappropriate conduct has occurred. The Company encourages and highly values such good faith reporting of potential conduct that may violate Anti-Corruption Laws or related laws or regulations.
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2-26 |
Mechanisms for seeking advice and raising concerns |
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Describe the mechanisms for individuals seek advice on implementing policies and practices for responsible business conduct:: If an individual suspects or becomes aware of any action related to bribery, recordkeeping or internal controls that he or she believes may be illegal, unethical or inappropriate, or otherwise in violation of this Policy, the person should immediately report the situation to the Legal Department or other member of senior management. Any manager, member of senior management, or Human Resources representative who receives a report of a potential violation of this Policy or the law must immediately inform the Legal Department. If an individual is uncomfortable reporting a concern in person or otherwise “on the record”, you may also report the concerns via the Company's confidential and anonymous whistleblower hotline web site at http://www.mysafeworkplace.com/ or by making a toll-free telephone call to 1-800-461-9330. The Company will not permit retaliation of any kind against anyone who makes a report or complaint in good faith with a reasonable basis for believing that a violation of this Policy or other illegal, unethical or inappropriate conduct has occurred. The Company encourages and highly values such good faith reporting of potential conduct that may violate Anti-Corruption Laws or related laws or regulations.
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2-27 |
Compliance with laws and regulations |
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2-28 |
Membership associations |
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2-29 |
Approach to stakeholder engagement |
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Describe approach to engaging with stakeholders:: In addressing our approach to social responsibility, Rambus considers the following relationships: Between Rambus and Society: Climate change is a serious environmental, social, and economic threat that calls for immediate and collaborative action among all sectors of society. Rambus acknowledges its role in addressing this global issue and is committed to minimizing its greenhouse gas (GHG) emissions and contributing to a healthier environment. Rambus aims to strengthen the quality of life in our communities through partnerships, relationships and employee giving. Between Rambus and Its Stakeholders: Through the Rambus Code of Business Conduct and Ethics, our Vendor Code of Conduct, the Responsible Business Alliance (RBA) Code of Conduct and the Rambus Human Rights Statement, Rambus ensures ethical behavior and respect for our stakeholders' human rights, including the prohibition of discrimination, child labor, human trafficking and slavery practices throughout our business and supply chain partnerships. Our policies and procedures related to human rights are formulated based on our support of the United Nations' Universal Declaration of Human Rights. Between Stakeholders and Society: Rambus audits or verifies annually that its existing major suppliers and vendors for memory interface chips comply with the RBA Code of Conduct and most of the company's top suppliers are also ISO 14001 certified. Our key supplier is well known as a pioneer in green manufacturing. The Dow Jones Sustainability Index has recognized it for 20 consecutive years and receives best-in-class sustainability ratings from FTSE4Good, Morgan Stanley Capital International (MSCI), Carbon Disclosure Project (CDP), and others. By choosing to partner with suppliers leading our field and maintaining oversight of all suppliers, we construct our supply chain with consideration for our impact on society and the environment.
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2-30 |
Collective bargaining agreements |
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