EXHIBIT 1.4**Rules of Procedure****of the Investment, Finance and Audit Committee****of the Supervisory Board of Infineon Technologies AG**- November 2007 version -The Investment, Finance and Audit Committee (“Committee”) of Infineon Technologies AG adopts thefollowing rules of procedure:**§ 1****General**(1) The Committee shall conduct its business and fulfil its duties pursuant to the provisions oflaw, the Articles of Association, the Rules of Procedure of the Supervisory Board and these Rulesof Procedure. Its members have the same rights and duties insofar as neither law nor the Articlesof Association nor, to the extent permitted by law or the Articles of Association, the Rules ofProcedure of the Supervisory Board or these Rules of Procedure otherwise determine. They are notbound by orders or directives and are only obligated to further the good of the Company.(2) The Committee has the functions determined by applicable legal requirements, tasks assigned bythe Supervisory Board in individual cases or generally by these Rules of Procedure. In particularthe Committee discusses and oversees:**•** the accuracy of the financial statements of the company **•** the independence of the auditors **•** adherence to applicable law throughout the company, **•** the duties of the internal auditors and the external auditors **•**    the general management of business by the Management Board in the area of accounting; auditing;preparation of balance sheets; determination, monitoring and estimating of risks; and any internalcontrols system; including the reports that are presented to the audit committee pursuant toapplicable law **•**    the internal rules for the reporting of violations of accounting requirements or applicable lawas well as the Business Conduct Guidelines of the Company; in addition it processes such reports.
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**§ 2****Chairman; Composition; Compensation**(1) The Committee shall select a chairman from among its members.(2) All members of the Committee must be independent of the Company within the meaning ofapplicable law and the rules of the capital markets on which the securities of the Company arelisted or which are otherwise applicable.(3) Each member of the Committee must maintain a degree of knowledge of bookkeeping and accountingnecessary or sensible for the fulfilments of the duties of the Committee. At least one member ofthe Committee must be a “financial expert” (within the meaning of US law).(4) Compensation for members of the Committee is determined by the Articles of Association of theCompany and the resolutions of the General Shareholders Meeting. No member of the Committee mayaccept any additional compensation from the Company, with the exception of compensation foremployees of the Company in connection with their employment duties.**§ 3****Duties of the Committee**(1) The duties of the Committee include in particular:     (i) Questions regarding accounting, in particular the preparation for the determination of theSupervisory Board regarding approval of the annual financial statements; for this purpose it isincumbent upon the Committee to review the preliminary audits of the annual financial statements,the Company report and the recommendation for the application of profits as well as to discuss theaudit report with the external auditor.     (ii) Review of interim financial statements to be made public or to be filed with stockexchange authorities.     (iii) Questions regarding the independence of the auditor, appointment of the auditor for theannual stand-alone and consolidated financial statements including determination of the points ofemphasis for the audits, the granting of exceptional approvals for advisory services by the auditorand the exercise of oversight over the auditor.     (iv) Discussion of possible deficiencies in the internal control system or other occurrencesreported by the Management Board to the Committee.     (v) Determination of a procedure that makes it possible for employees of the companyanonymously and confidentially to report to the Committee complaints regarding accounting andauditing practices of the Company; and pursuant to which such complaints which have been receivedby the Company from third parties shall be forwarded to the Committee.
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     (vi) Inspection and review of the books and papers as well as other assets of the Company.     (vii) Consent to the resolution of the Management Board or a specially designated committee ofthe Management Board regarding an increase in the capital by means of the issuance of new sharesout of approved and or conditional capital to the extent that they are not to be issued toemployees or issued against redemption of subscription rights in connection with a share option plan.     (viii) Consent to the resolutions of the Management Board with respect to the exercise of theauthority granted by the general Shareholders Meeting regarding the issuance of options orconvertible securities, in particular the determination of borrowing limits and the possibleexclusion of pre-emptive rights.     (ix) Discussion of questions regarding risk management and review of the risk managementsystem.     (x) Discussion of matters regarding compliance with legal requirements and the Company’sinternal compliance directives, as well as oversight of the Company’s compliance systems.(2) In addition the Committee supports the Supervisory Board in the oversight of management. In mayfor this purpose in particular exercise the special inspection and review rights of the SupervisoryBoard pursuant to Section 111 paragraph 2 of the Stock Corporation Act.(3) The Committee may through its Chairman at any time pose questions to the auditor and discussthese. It may require all reports from the auditor that must be prepared pursuant to applicablelegal or other requirements. In addition it may discuss with the auditor problems with or inconnection with the audit.(4) The Committee reports regarding its work through the Chairman to the Supervisory Board; thereports are made in the regularly scheduled meetings of the Supervisory Board; in urgent cases theChairman of the Committee may also advise the Supervisory Board outside of regular meetings. TheCommittee reviews regularly the efficiency of its work; this review may also take place in thecontext of an efficiency review of the Supervisory Board.**§ 4****Convening of Meetings**(1) The meetings of the Committee take place regularly, at least once per calendar quarter ifpossible. In addition they will be convened when necessary to the fulfilment of the duties of theCommittee.(2) The meetings of the Committee will be called by the Chairman in writing, by fax or by email orby telephone on at least two weeks notice. In connection therewith the day of sending of the noticeand the day of the meeting will not be included in the calculation. In urgent cases the noticeperiod may be shortened to 3 days. The Committee will be convened if 2 of its members so demand,providing a statement of the reasons therefor.
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(3) The notice of meeting shall be accompanied by notice of the place and time of the meeting aswell as the agenda to the extent possible.(4) The meetings shall take place at the headquarters of the Company if the Chairman of theCommittee has not determined another place.**§ 5****Adoption of Resolutions**(1) Resolutions of the Committee will generally be adopted at meetings. Outside of meetingsresolutions may be adopted in writing, by fax, by email or by telephone if the Chairman has sodetermined and no member of the Committee objects without delay. The following paragraphs willapply mutatis mutandis to resolutions outside of meetings.(2) The Committee is quorate when its members have been summoned in accordance with theseregulations and at least 3 members take part in such meeting either in person or by proxy. A memberalso takes part in the determination of resolutions if he abstains.(3) Resolutions regarding agenda items that have not been notified in accordance with theseregulations may only be adopted at a meeting if no member of the Committee present objects. Absentmembers of the Committee are in such a case entitled to object to the resolution or to providetheir subsequent consent during an appropriate period determined by the Chairman. The resolutionfirst becomes effective when no absent member has objected within the stated period.(4) Resolutions to the Committee will be adopted with the simple majority of votes cast, insofar asthe law does not otherwise require. This also applies to elections.(5) In the event of a tied vote the Chairman shall have a second vote in the case of a further tie.(6) Minutes shall be taken of the meetings and resolutions of the Committee if so determined by theChairman. Each member of the Committee shall then receive a draft. The minutes shall include theplace and day of the meeting, the participants, the agenda items, the essential points of thediscussion and the resolutions of the Committee.**§ 6****Conflicts of Interest**Each member of the Committee must avoid conflicts of interest and where unavoidable must resolvethem in favour of the Company. Such conflicts of interest must be reported to the Committee by theMember concerned. If the matter may not otherwise be resolved the Committee Member must resign fromthe Committee. In the event of doubt the Supervisory Board shall decide in these matters.**§ 7**
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**Obligation of Confidentiality**Section 11 of the Rules of Procedure of the Supervisory Board also applies to the work of theCommittee, in particular for all confidential information and secrets of the Company as well as forthe contents and proceedings of the Committee meetings, proposed resolutions and resolutions.**§ 8****Effectiveness**These Rules of Procedure of the Committee shall come into effect on 30 July 2005. Any amendmentswill become effective upon the adopting of the respective resolution or at the time specified inthe respective adopting resolution.
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