PMC-Sierra is the premier Internet infrastructure semiconductor solution provider, offers its customers technical and sales support worldwide through a network of offices in North America, Europe, Israel and Asia. PMC-Sierra provides semiconductor solutions for Enterprise Storage, Wide Area Network Infrastructure, and Fiber to the Home, and Laser Printer markets. The Company is publicly traded on the NASDAQ Stock Market under the PMCS symbol. PMC-Sierra has delegated to the Committee the following authority: Set specific corporate objectives relevant to executive compensation, and review executive officer performance in light of these objectives, Annually review and recommend to the Board for its approval, the compensation for members of the Board, including for their service as a member of the Board, a member of a committee of the Board, a Chair of any committee of the Board, Chairman of the Board or Lead Independent Director, Act as Administrator of the Company’s equity incentive plans, programs and arrangements, with authority to adopt, modify and review such plans, programs and arrangements, Oversee the administration of the Company’s retirement benefit plans, programs and arrangements, the Company’s proxy statement, Produce the Compensation Committee Report for inclusion in the Company’s annual proxy statement and Assess the adequacy of this Charter periodically and recommend changes to the Board. The policy of PMC-Sierra Inc. to treat complaints about accounting and auditing matters or deceptive financial is practicing seriously and on a timely basis. It is against the Company’s policy to retaliate against any employee for good faith reporting of violations of the Code of Business Conduct and Ethics (this or the “Code”). Any employee may submit a good faith concern regarding questionable accounting or auditing matters without fear of dismissal or retaliation of any kind.
