2018 Guide to Effective Proxies

6 TH EDITION | GUIDE TO EFFECTIVE PROXIES 174 ADVANCED MICRO DEVICES, INC. AFFILIATED MANAGERS GROUP, INC. InformationRegardingtheNominees Thefollowingtablesetsforththename,age(asofApril1,2018),tenureandotherinformationofeachNominee, alongwiththecommitteesoftheBoardofDirectorsonwhicheachNomineecurrentlyserves. Director Nominee Information: Committee Memberships Name Age Compensation Committee Nominatingand Governance Committee Audit Committee Independence Tenure (Years) Other Public Boards SamuelT.Byrne 53 ✓ ✓ ✓ ✓ 9 — DwightD.Churchill 64 ✓ (Chair) ✓ 8 — GlennEarle 60 ✓ ✓ 3 1 NiallFerguson 53 ✓ ✓ 4 — SeanM.Healey ChairmanandCEO 56 17 — TracyP.Palandjian 47 ✓ ✓ ✓ 6 — PatrickT.Ryan LeadIndependentDirector 59 ✓ ✓ (Chair) ✓ ✓ 13 1 KarenL.Yerburgh 55 — — JideJ.Zeitlin 54 ✓ (Chair) ✓ 12 1 Average Ageof56 100%Independent; NewChairin2015 100%Independent; NewChairin2015 100%Independent; 100%FinancialExperts; NewChairin2015 7of9Directors areIndependent Average Tenure= ~8years No Overboarding SamuelT.Byrne Directorsince 2009 DwightD.Churchill Director since2010 GlennEarle Director since 2015 NiallFerguson Director since 2014 SeanM.Healey Chairman andChief ExecutiveOfficer Director since 2001 TracyP.Palandjian Director since 2012 PatrickT.Ryan Lead IndependentDirector Director since 2005 KarenL.Yerburgh Directorsince2018 Jide J.Zeitlin Director since 2006 11 2018NOTICEOFMEETINGANDPROXYSTATEMENT MEETINGSANDCOMMITTEESOFTHEBOARDOFDIRECTORS ThetablebelowshowsthecurrentchairsandmembershipoftheBoardandeachstandingBoardcommittee,the independence status of each Board member and the number of Board and Board committee meetings held during fiscal2017. Director Boardof Directors Auditand Finance Committee Nominatingand Corporate Governance Committee Compensation andLeadership Resources Committee Innovationand Technology Committee JohnE.Caldwell C Š C NoraM.Denzel Š Š C NicholasM.Donofrio Š Š Š C MarkDurcan Š Š Š JosephA.Householder** Š C Š MichaelJ.Inglis Š Š Š Š JohnW.Marren Š Š Š LisaT.Su* Š AbhiY.Talwalkar Š Š Š AhmedYahia* Š Š Numberof2017 meetings 6 9 4 8 4 CChair Š Member *Non-IndependentDirector **FinancialExpert BoardMeetingsandAttendance The Board held six meetings during fiscal 2017. During fiscal 2017, all members of the Board attended at least75percentofthemeetingsoftheBoardandBoardcommitteesonwhichtheyserved.Inaddition,onatleastan annual basis, the Board and management discuss our strategic direction, new business opportunities and product roadmap. Independent and non-management directors also meet regularly in scheduled executive sessions without ourChiefExecutiveOfficerandothermembersofseniormanagement.Inadditiontotheseformalmeetings,members of our Board informally interact with senior management (including our Chief Executive Officer), industry leaders and customers on a periodic basis. In fiscal 2017,sessions of only our non-employee directors were held three times, and sessionsofonlyourindependentdirectorswereheldthreetimes. BoardCommittees The Board has four standing committees: an Audit and Finance Committee, a Nominating and Corporate Governance Committee, a Compensation and Leadership Resources Committee and an Innovation and Technology Committee.Themembers oftheBoardcommittees andtheirChairsarenominatedbytheNominatingandCorporate GovernanceCommitteeandappointedbytheBoard. Each of the Board committees has adopted a written charter, which has been approved by the Board. You can access our current bylaws, committee charters, the Governance Principles, the Worldwide Standards of Business ConductandtheCodeofEthicsontheInvestorRelationspagesofourwebsiteatwww.amd.comorir.amd.com. Audit and Finance Committee. The Audit and Finance Committee assists the Board with its oversight responsibilities regarding the integrity of our financial statements, our compliance with legal and regulatory requirements,riskassessment,theperformanceofourinternalauditfunction,ourfinancialaffairsandpoliciesandthe natureandstructureofmajorfinancialcommitments.TheAuditandFinanceCommitteeisalsodirectlyresponsiblefor the appointment, independence, compensation, retention and oversight of the work of our independent registered publicaccountingfirm,whichreportsdirectly totheAuditandFinance Committee.TheAuditandFinanceCommittee meets alone with our senior management, our financial, legal and internal audit personnel and with ourindependent registeredpublicaccountingfirm,whichhasfreeaccesstotheAuditandFinanceCommittee.TheheadofourInternal 18 ADVANCEDMICRODEVICES,INC. | 2018ProxyStatement 2.11 Board committee grids Companies typically have three or more key committees of the board, most often the audit, compensation and corporate governance/nominating committees. The membership and composition of these committees are generally disclosed in the director nominee section and/or in the discussion of the key committees and their operation. In addition, many companies summarize committee membership in a grid, often using a check mark to indicate which committee(s) a director is a member of, as well as indicating who chairs each committee and how often the board or committee(s) met during the past year, whether telephonically or in person.