Board Committees

The standing committees of the Board are the audit committee, the human resources and compensation committee, and the nominating, governance and sustainability committee.

All members of the committees are independent directors, as defined in the applicable Nasdaq listing standards for purposes of the respective committee membership, applicable Securities and Exchange Commission (SEC) rules and the Dutch Corporate Governance Code (DCGC).

In addition, the Board has determined that all audit committee members are able to read and understand fundamental financial statements in accordance with Nasdaq listing standards and that all current members of the audit committee meet the SEC’s definition of “audit committee financial expert” as that term is defined in Item 407(d) of Regulation S-K.

Audit Committee
Human Resources and Compensation Committee
Nominating, Governance and Sustainability Committee

Audit Committee

Key oversight responsibilities include, but are not limited to:

The integrity of the Company's financial statements and its accounting and financial reporting processes
The effectiveness of the Company's internal control over financial reporting
Compliance with applicable legal and regulatory requirements
Oversight of information technology risk, including cybersecurity
The qualifications, independence and performance of the independent registered public accounting firm for U.S. public reporting purpose and the Company's external auditor for purpose of Dutch law
The Internal Audit group
The Company's process and procedures related to information technology risk assessment, and risk management
Related party transactions

Members:

Ms. Clayton

Mr. Gu

Ms. Staiblin

Mr. Sundström (Chair)

Audit Committee Charter

Human Resources and Compensation Committee

Key oversight responsibilities include, but are not limited to:

CEO and senior management compensation, including the corporate goals and objectives relevant to such compensation and evaluating performance in light goals and objectives
Board and committee compensation
Relationship between the Company's compensation policies and practices and risk management
Management Team succession plans
Compensation and benefits-related disclosures and equity compensation plans in which executives participate
Various human capital management topics, including diversity, equality and inclusion, workforce trends and surveys, as well as University Relations Program

Members:

Human Resources and Compensation Committee Charter

Nominating, Governance and Sustainability Committee

Key oversight responsibilities include, but are not limited to:

Corporate governance matters
Nomination or re-nomination of directs candidates and approval of other annual shareholders meeting agenda items
The annual self-evaluation of the Board and its committees
Review NXP top identified risk and make proposals to the Board on oversight
Initiative and reporting on Environment, Social and Governance