Code of Ethics
Microsemi Corporation (the "Company") is committed to conducting its business affairs in accordance with all applicable laws, rules, and regulations and in accordance with the highest standards of business ethics. To achieve this, the Company expects all directors, officers, and employees to comply with the Company's ethical standards as set forth in this Code of Ethics (the "Code").
This Code outlines the standards and guidelines to be followed by directors, officers, and employees in conducting the Company's business consistent with the Company's ethical standards. Additionally, this Code is intended to improve the understanding of the Company's ethical standards among customers, suppliers, and others outside the organization. It should be used where appropriate with external individuals and organizations in explaining our standards in the way we conduct business.
Documents that are related to this Code and which set out specific responsibilities include the following:
|Standards of Conduct||Use of Electronic Communications|
|Non-Disclosure & Confidentiality Agreement||Equal Employment Opportunity & Harassment|
|Insider Trading||Expense Reimbursement|
|Applicable Local Laws & Regulations|
All of the Company's and its subsidiaries' directors, officers, and full-time or part-time employees in all locations will be governed by this Code. Each director, officer, and employee shall be accountable for his or her adherence to the Code. The Board of Directors of the Company and, to the extent required by the rules and regulations of the SEC and the Nasdaq and applicable regulatory authorities, the Audit Committee, are responsible for granting any waivers to the Code. On the Company's investor-information website, the Company will publicly disclose the most current version of Code, including any amendment thereto, and any waiver of the Code for executive officers and directors of the Company, or any failure to take action within a reasonable period of time regarding a material departure from a provision of the Code for executive officers and directors. The Company will also disclose any such waiver to the extent required by SEC and Nasdaq rules and regulations. The Company also is authorized to investigate any departure from this Code and to take disciplinary measures for any violation of this Code, up to and including termination of service.
4.1 Compliance: All directors, officers, and employees are expected to have a basic understanding of the laws that apply to them in the performance of their jobs and to ensure that the Company operations with which they are involved are conducted in conformity with those laws. In some cases, the laws of one country can apply outside its boundaries. Violation of these laws can seriously damage the Company's reputation, subject the Company to liability, and even subject individual directors, officers, and employees to potential civil and criminal liability. Management fully supports each director, officer, and employee in this responsibility and provides the resources necessary for compliance. Questions that directors, officers, and employees may have concerning any legal responsibility should be referred to the Vice President of Human Resources or Corporate Counsel, or may be submitted anonymously to the Microsemi Alert Line (as detailed below in Section 4.13).
- 4.1.1 Antitrust: These laws prohibit agreements or actions that unreasonably restrain trade or reduce competition. Violations include agreements among competitors to fix or control prices, to boycott specified suppliers or customers; to allocate products, territories, or markets, or to limit the production or sale of products. Special care must be exercised to ensure that any activities with representatives of other companies are not contrary to the antitrust laws.
4.1.2 Environment: Governments at all levels have enacted laws to protect the environment. Enforcement authorities have shown a strong tendency to enforce criminal laws against corporations and their directors, officers, and employees for serious environmental offenses.
Environmental laws govern nearly all manufacturing operations, especially those causing emissions of materials into the air, land, or water. Incidents such as accidental releases and spills must be reported to the appropriate governmental agencies. In addition to complying with applicable laws, the Company and its directors, officers, and employees are committed to making continuous improvements by designing, building, and maintaining the Company's facilities to ensure that they are operated safely and are environmentally responsible to the communities in which they operate. This goal is accomplished through:
- 22.214.171.124 Minimizing the generation of hazardous waste at the source and reusing and recycling to minimize the need for disposal;
- 126.96.36.199 Eliminating environmental incidents, including inadvertent releases, leaks, and spills; and
- 188.8.131.52 Using, handling, and disposing of hazardous materials safely and in accordance with applicable requirements.
4.1.3 Safety And Health: The Company regards the safety and the health of its employees as a core value. Local and national laws designed to promote a safe workplace are strictly enforced. Continuous training and regular safety audits are essential for understanding and compliance. In addition to complying with applicable laws, the Company and its directors, officers, and employees continuously strive to make improvements in the following key areas:
- 184.108.40.206 Integrating excellence in safety and health as a core value at all levels and for every employee;
- 220.127.116.11 Committing adequate resources to train employees and sustain the Company's commitment to safety and health; and
- 18.104.22.168 Seeking new and innovative ways to improve upon the health and safety of all employees.
4.1.4 International Trade: There are several areas in which acts carried out in one part of the world can result in prosecution under the laws of another country. The most important of these are:
- 22.214.171.124 Antiboycott: The U.S. antiboycott laws generally prohibit U.S. companies and their subsidiaries from cooperating with international boycotts that the United States government does not sanction. U.S. companies and their worldwide subsidiaries must report to the U.S. government any requests they receive to engage in boycotting activity;
- 126.96.36.199 Export Control Laws: The Company must comply with all applicable national and multinational export control laws, which apply to the export and re-export of U.S. goods and technology. Under certain circumstances, these laws prohibit subsidiaries of U.S. companies, including those located outside the United States, from dealing directly or indirectly with particular countries; and;
- 188.8.131.52 Foreign Corrupt Practices Act: The Foreign Corrupt Practices Act was enacted to prohibit payments outside the U.S. by or on behalf of U.S. companies (and their subsidiaries) to bribe foreign government officials in order to secure business. In addition, the Act requires companies to use proper accounting controls and maintain accurate and appropriately detailed books and records.
- 184.108.40.206. In some locations national or local regulations may be stricter that US anti-corruption legislation. In these locations employees must follow the stricter legal provisions, but in all cases, compliance with the Foreign Corrupt Practices Act is required as a minimum standard.
4.1.5 Securities: Securities laws across many jurisdictions place strict limits on the use of material non-public information obtained as a consequence of Company employment (including information about customers, suppliers, or competitors, or proposed acquisitions or divestitures) for the personal profit of the director, officer, or employee or anyone else as a result of association with the director, officer, or employee. Use for personal profit includes providing information to others in order that they may purchase or sell securities of the Company or any other company. The Company does not discourage investment by directors, officers, or employees in the stock of Microsemi Corporation or any other broadly distributed, publicly traded stock. Hedging of Company stock, options trading in Company stock, short selling of Company stock, trading otherwise in violation of the Insider Trading Policy, or any stock holding that violates the Conflict of Interests section of this Code are prohibited and must be avoided.
4.2 Accurate and Timely Periodic Reports: As a public company, the Company is required to file various periodic reports with the Securities and Exchange Commission ("SEC") and other regulatory authorities. The Company is committed to providing full, fair, accurate, timely, and understandable disclosure in periodic reports, current reports, and documents that the Company files with the SEC and self-regulatory organizations, such as The Nasdaq Global Market, as well as in other public communications made by the Company. Specifically, the Company shall:
- 4.2.1 maintain accurate books and records that fully, fairly, and accurately reflect the Company's financial information and reporting of transactions;
- 4.2.2 ensure that the financial statements and other financial information included in periodic reports are prepared in accordance with generally accepted accounting principles and fairly present in all material respects the financial condition, results of operations and cash flows of the Company;
- 4.2.3 maintain disclosure controls and procedures designed to ensure that material information relating to the Company is made known to management on a timely and accurate basis;
- 4.2.4 maintain internal controls and procedures for financial reporting designed to provide reasonable assurances that the Company's financial statements are fairly presented in conformity with generally accepted accounting principles;
- 4.2.5 prohibit the establishment of any undisclosed or unrecorded funds or assets;
- 4.2.6 disclose material off-balance sheet transactions in compliance with applicable laws and regulations; and
- 4.2.7 otherwise present information in a clear and orderly manner and avoid the use of legal and financial jargon in the Company's periodic reports.
- 4.3 Customer And Supplier Relations: The Company forbids the use of any unlawful or inappropriate bribe, kickback, or secret payment, even in a foreign jurisdiction where such practices may be prevalent, and the Company does not seek to gain any advantage through the improper use of business courtesies or other inducements. Good judgment and moderation must be exercised to avoid misinterpretation and any negative effect on the reputation of the Company or its directors, officers, or employees. Offering, giving, soliciting, or receiving any form of bribe is specifically prohibited.
4.4 Business Courtesies:
4.4.1 Gifts, favors, and entertainment may be exchanged between the Company's directors, officers, and employees and customers or suppliers when each party believes the courtesy will benefit the business relationship and:
- 220.127.116.11 is consistent with customary business practices.
- 18.104.22.168 is not excessive in value and cannot be construed as a bribe or payoff.
- 22.214.171.124 does not violate applicable laws or ethical standards, and
- 126.96.36.199 will not embarrass the Company or the director, officer or employee if disclosed publicly.
4.4.2 Gifts, favors, entertainment, or other inducements may not be accepted by directors, officers, and employees from any person or organization that does or seeks to do business with the Company or is a competitor of the Company, except as common courtesies usually associated with customary business practices. Directors, officers, and employees may not accept a gift in cash or cash equivalent. Company directors, officers, and employees must avoid perceived conflict of interests by refusing gifts from any outside party that may:
- 188.8.131.52 be perceived as expensive or extravagant;
- 184.108.40.206 create an obligation to the giver while compromising the Company's business interests;
- 220.127.116.11 affect impartiality and objectivity in decision making; or
- 18.104.22.168 result in the unequal or unfair treatment of suppliers
- 4.4.1 Gifts, favors, and entertainment may be exchanged between the Company's directors, officers, and employees and customers or suppliers when each party believes the courtesy will benefit the business relationship and:
- 4.5 Business Inducements: Sales-related commissions, rebates, discounts, credits, and allowances are acceptable marketing tools. Any such rebates, discounts, credits, or allowances must be reasonable in value, competitively justified, properly documented and made to the business entity to which the original sales agreement or invoice was made or issued; they should not be made to individual officers, employees, or agents of such businesses or to a related business. Similarly, commission payments related to Company purchases of goods and services should be made only to the seller or provider.
4.6 Conflict of Interests: The Company's directors, officers, and employees are expected to give the Company their undivided loyalty and to devote their primary and best efforts and attention to the performance of their jobs. Directors, officers, and employees are expected to use good judgment, adhere to high ethical standards, and avoid situations that create an actual, perceived, or potential conflict between the director, officer, or employee's personal interests and the interests of the Company.
- 4.6.1 Accepting personal gifts or entertainment from competitors, customers, suppliers, or potential suppliers in violation of Section 4.4;
- 4.6.2 Working for a competitor, supplier, or customer. A non-employee director, a non-employee officer, or any part-time employee may engage in outside employment provided that the director, officer, or employee discloses this fact specifically and in writing and obtains written approval from the Vice President of Human Resources;
- 4.6.3 Engaging in self-employment in potential competition with the Company;
- 4.6.4 Using proprietary or confidential Company business information or trade secrets for personal gain or to the Company's detriment;
- 4.6.5 Having a direct or indirect financial interest in or relationship with a competitor, customer, or supplier, except that ownership of less than one percent of a class of securities issued by a publicly traded corporation will not be considered a conflict;
- 4.6.6 Using Company assets or labor for personal use except with the prior consent of management for occasional use of office equipment and as long as no substantial charges are incurred by the Company;
- 4.6.7 Acquiring any interest in property or assets of any kind for the purpose of selling or leasing it to the Company, or developing a personal relationship with a director, officer, or employee of the Company or a competitor, customer, or supplier that might interfere with the exercise of impartial judgment in decisions affecting the Company or employees of the Company;
- 4.6.8 Serving as a director, officer, partner, consultant, or any other key role in any outside enterprise, which does or seeks to do business with the Company or is a competitor of the Company;
- 4.6.9 Acting as a broker, finder, or other intermediary for the benefit of a third party in transactions involving the Company or its interests;
- 4.6.10 Having an ownership interest in, being employed by, or serving as a director of an entity that receives charitable contributions made by the Company;
- 4.6.11 Participating in a joint venture, partnership, or other business arrangement or investment with the Company;
- 4.6.12 Conducting Company business with a family member or taking any business action that improperly benefits a family member;
- 4.6.13 Receiving improper personal benefits as a result of the position in the Company; or
4.6.14 Having any other arrangement or circumstance, including family or other personal relationships, which might dissuade the director, officer, or employee from acting in the best interests of the Company.
This Code does not attempt to describe all possible conflict of interests that could develop. Employees unsure as to whether a certain transaction, activity, or relationship constitutes a conflict of interests should discuss it immediately with the Vice President of Human Resources and seek clarification.
- 4.7 Disclosure of Conflict of Interests: Current or past situations that could create an actual, perceived, or potential conflict of interests should be disclosed in writing by each director, officer, and employee to the Vice President of Human Resources; for example, if a director, officer, or employee or someone with whom a director, officer, or employee has a close relationship (i.e., family member or close companion) has a financial or employment relationship with a competitor, customer, supplier, or potential customer or supplier; the director, officer, or employee must disclose this fact. Additionally, directors, officers, and employees should be aware that if they enter into a personal relationship with a director, officer, or employee within their sphere of influence or a director, officer, or employee of a competitor, supplier, or customer, a conflict or the appearance of a conflict of interest may exist that requires full disclosure in writing to the Company.
- 4.8 Company Permission: A request for the Company's permission regarding any real or apparent conflict of interests may be granted in the Company's sole discretion on a case-by-case basis on terms and subject to any conditions determined in the Company's sole discretion. Before any director, officer, or employee makes any investment, accepts any position or benefits or participates in any transaction or business arrangement that creates or appears to create a conflict of interests, such person must obtain the written approval of the Company for each specific instance. Directors and officers can request approval from the Board of Directors or any duly authorized Board committee, and all other part-time or full-time employees can request the Company's approval in writing from the Vice President of Human Resources.
4.9 Protection and Use of Assets: Proper protection and use of Company assets, including proprietary information, is a fundamental responsibility of each employee. Directors, officers, and employees must comply with programs to safeguard physical property and other assets against unauthorized use or removal, as well as against loss by criminal act or breach of trust.
- 4.9.1 Internal Controls: The Company has established internal accounting control standards and procedures to ensure that assets are protected and properly used and that financial records and reports are accurate and reliable. Directors, officers, and employees share the responsibility for maintaining and complying with required internal controls.
- 4.9.2 Reporting Integrity: All financial reports, accounting records, research reports, sales reports, expense accounts, and other documents must accurately and clearly represent the relevant facts or the true nature of a transaction. Improper or fraudulent accounting, documentation, or financial reporting are contrary to Company policy and may be in violation of applicable laws.
- 4.9.3 Travel and Entertainment: Travel and entertainment should be consistent with the needs of business. The Company's intent is that a director, officer, or employee neither loses nor gains financially as a result of business travel and entertainment. Employees are expected to spend the Company's money as carefully as they would their own. Employees who approve travel and entertainment expense reports are responsible for the propriety and reasonableness of expenditures, for ensuring that expense reports are submitted promptly, and for ensuring that receipts and explanations properly support reported expenses.
- 4.9.4 Proprietary/Confidential Information: Confidential Company information (including business strategies, pending contracts, unannounced products, research results, financial projections, employee information, or customer lists) may not be given or released, without proper authority, to anyone not employed by the Company or to a director, officer, or employee who has no need to know such information. Non-public information obtained as a consequence of Company employment (including information about employees, customers, suppliers or competitors, real estate acquisitions, research activities, or proposed acquisitions or divestitures) may not be used for the personal profit of a director, officer, or employee or anyone else as a result of association with that employee. Use of such information for personal profit includes (a) providing information to others in order that they may purchase or sell securities of the Company or any other company, or (b) acquiring a property interest of any kind based on non-public Company information.
4.9.5 Competitive Intelligence: The business world is highly competitive, and success often demands an understanding of competitors' strategies. While collecting data on the Company's competitors, directors, officers, or employees should utilize all legitimate resources but avoid those actions which are illegal, unethical, or which could cause embarrassment to the Company.
- 4.10 Political Contributions: Individual directors, officers, or employees may not make any contribution of Company funds, property, or services to any political party or committee, or to any candidate for or holder of any governmental office. This Code does not preclude, where lawful, (a) the operation of a political action committee, (b) Company contributions to support or oppose public referenda or similar ballot issues, or (c) political contributions that have been reviewed in advance by members of corporate management charged with responsibility in this area. No direct or indirect pressure in any form is to be directed toward directors, officers, or employees to make any political contribution or participate in the support of a political party or the political candidacy of any individual.
- 4.11 Valuing Individual Diversity: In the conduct of Company business, directors, officers, and employees should respect the rights and cultural differences of individuals. It is the Company's policy not to discriminate against any employee or applicant for employment because of race, color, national origin, ancestry, age, religion, sex, pregnancy/childbirth, disability, marital status, medical condition, sexual orientation, veteran status, or any other protected classification as those terms are defined by the law. Unlawful harassment or discrimination based on any illegal criteria of any type will not be tolerated.
4.12 Reporting and Compliance: Each director, officer, and employee has a duty to report to the Company, in accordance with applicable procedures, any observed violations of this Code or any other observed illegal or unethical behavior. Directors and officers are required to report such conduct to the Board of Directors, the Governance and Nominating Committee, or the Audit Committee. Employees are required to report any observed unethical or illegal behavior to their supervisor, manager, Human Resources Manager, General Manager, the Vice President of Human Resources, or the Corporate Secretary. Employees are encouraged to talk with supervisors, managers, and other appropriate personnel about the best course of action when in doubt about a particular situation. If employees are unsure in any situation, they should seek guidance before taking action. In determining the correct behavior in a particular situation, you should ask yourself these questions:
- 4.12.1 What is required legally? If the action is illegal, do not do it.
- 4.12.2 Does the decision match my personal values?
- 4.12.3 How will I feel if I take this action?
- 4.12.4 How would it look if this action became publicly known?
- 4.12.5 Is this the wrong thing to do? If you feel the action is wrong, do not do it.
- 4.12.6 Are you sure this is right? If not, ask.
- 4.12.7 If you ask, but are not sure the answer you received is correct, keep asking or ask others in management or the Division Human Resources Manager.
4.13 Reporting Abuses; Microsemi Corporation Alert Line: If you know of, or suspect there is a violation of, any law, regulation, the Code or any other Company policy, any unethical behavior related to the Company, or any questionable accounting, internal accounting controls, or auditing matters related to the Company, you must immediately report it to your manager, an appropriate company contact, or our legal counsel. We encourage you to talk to managers or other appropriate personnel when in doubt about the best course of action in a particular situation. If you report a violation or suspected violation to your manager or a company contact and appropriate action is not taken, you must contact the Company's legal counsel. A set forth below, you may also report a violation or suspected violation through the Microsemi alert line. The Company's policies prohibit intimidation or retribution for any reports of misconduct by others that you make in good faith.
Although the Company encourages and protects non-anonymous reporting, Microsemi has established an Alert Line for the anonymous and confidential reporting of suspected violations. The Microsemi Alert Line is a message tool that provides three modes of communication: Voice mail, E-mail and "over the web" input. Each is available 24 hours a day. The voice mail mode is toll-free and anonymous. The voice mail number is: (866) 537-4617. The E-mail mode requires that you send an E-mail to email@example.com. The web input is accessed at https://www.openboard.info/mscc. These modes of communication are for use by Company directors, officers, employees, or contracted personnel anywhere in the world. Information you provide using the Alert Line will be promptly transmitted to the Company's outside legal counsel or Board of Directors.
- 4.14 Policy against Retaliation: It is the policy of the Company not to allow retaliation against any individual for reporting of violations of this Code or any other illegal or unethical behavior by any director, officer, or employee made in good faith.
- 4.15 Cooperation with Internal and External Investigations: All directors, officers, and employees are expected to cooperate in internal or external investigations of reported misconduct.
4.16 Misrepresentation of Experience or Credentials: Any misrepresentation by a director, officer, or employee of such person's professional experiences or academic credentials, in Company documents, filings and applications, public disclosures, or government filings or applications, shall constitute an express breach of this Code, and could result in appropriate sanctions, including without limitation financial penalties and/or termination of service.
5.1 Vice President of Human Resources is responsible for:
- 5.1.1 Interpretation, maintenance, and making recommendations concerning revision of this Code to senior management and the Board of Directors;
- 5.1.2 Maintaining records relative to disclosures and disposition of situations covered by this Code; and
5.1.3 Communication of this Code to employees.
5.2 Management is responsible for:
- 5.2.1 Promoting an atmosphere of high ethical standards and commitment to compliance within the Company;
- 5.2.2 Ensuring that employees understand the policies and laws that apply to them in the performance of their jobs;
- 5.2.3 Supporting and providing resources necessary for compliance with this Code;
- 5.2.4 Reporting violations of the Company's policies or ethical standards to the Vice President of Human Resources;
- 5.2.5 Making periodic recommendations to the Vice President Human Resources concerning revision of this Code; and
5.2.6 Maintaining a work environment that encourages employees to raise concerns and promptly addresses employee compliance concerns.
5.3 Employees are responsible for:
- 5.3.1 Becoming familiar with and conducting Company business in compliance with this Code and applicable laws;
- 5.3.2 Adhering to the Company's standards for protecting the environment and the safety and health of the Company's employees, customers, and the communities in which the Company operates;
- 5.3.3 Treating all customers and suppliers in an honest and fair manner;
- 5.3.4 Avoiding situations where personal interests are, or appear to be, in conflict with Company interests;
- 5.3.5 Safeguarding and properly using Company proprietary information, assets, and resources, as well as those of other organizations entrusted to Microsemi Corporation.
- 5.3.6 Maintaining confidentiality of non public information and not acting on such information for personal gain;
- 5.3.7 Exercising common sense and good judgment in avoiding actions or activities that harm the Company's reputation or bring it into disrepute;
- 5.3.8 Promptly disclosing to the Company any real or apparent conflict of interests involving or relating to such director, officer or employees, and
5.3.9 Reporting violations of the Company's policies or ethical standards.
5.4 The Board of Directors is responsible for:
- 5.4.1 Adopting this Code and any and all amendments; and
5.4.1 Approving any waivers from this Code for directors or executive officers.
Last Reviewed: 7.24.12
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