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Code of Business Conduct and Ethics
(formerly known as the Corporate Ethics Policy) |
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Fairchild Semiconductor is committed to the highest standards of integrity in the
ways we conduct our business and do our jobs. We believe that ethical behavior is
essential to sustained success in our businesses and organizations. We believe that
ethical behavior will lead to increased trust, greater teamwork, improved processes
and better decisions.
We are all responsible for maintaining the company’s commitment to integrity through
our compliance with laws, regulations and company policies. We are also responsible
for raising any compliance or ethical issues that may undermine the company’s
integrity.
This Code of Business Conduct and Ethics (which we refer to as “the Code”) is your
guide to carrying out these responsibilities. All directors, executive officers and
employees should familiarize themselves with the Code, and should know how to access
the Code for future reference. If you are a manager or organization leader, you have
a special responsibility for understanding the Code and helping to implement it
within your team or organization.
1.Scope and Application of the Code.
The Code applies across Fairchild Semiconductor, to all directors, executive
officers and employees, in all businesses and organizations and in all countries and
regions.You are required to understand and comply with the Code. In addition, we
expect you to encourage third parties (such as consultants, contractors,
representatives and suppliers representing Fairchild Semiconductor) to follow the
Code as well as all other applicable Fairchild policies to the extent possible.
If a local law conflicts with the Code, you must comply with the law. If a local
custom or practice conflicts with the Code, you must comply with the Code as
implemented at your site. Site compliance officers are responsible for implementing
the Code with due regard and respect for the customs and practices that apply in
their locations.
Any waiver of the Code for directors or executive officers may be made only by the
board of directors or a board committee and must be promptly disclosed to
stockholders.
The Code is not intended to be exhaustive.The Code covers most subjects you will
encounter in your work, but you may encounter situations that are not covered. If you
do, try and find a part of the Code that is similar and apply it. Some of the
policies and guidelines in the Code are general in nature, and some are covered in
more detail by specific policies and guidelines issued by our Human Resources,
Finance, Purchasing and other departments. Please feel free to contact the office of
the General Counsel, your site compliance officer or your Human Resources business
partner if any questions arise.
2. Enforcement; Your Obligation to Report Violations.
Fairchild Semiconductor will vigorously enforce the Code.Violations of the Code
will result in disciplinary action, up to and including termination of service or
employment.
You must promptly report conduct that may constitute a violation of the Code. This
report may be made to the office of the General Counsel (call 207-775-8081 or e-mail
corporate.legal@fairchildsemi.com), your supervisor, your site compliance officer or
your Human Resources business partner. |
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If you are not comfortable raising a possible violation openly, you must call
Alertline,at 888-475-4621. Alertline is the independent hotline service retained by
the company to handle any compliance or ethics complaint. Alertline is not staffed by
company employees, and calls to Alertline can be handled anonymously and
confidentially, at your option and upon your request. There is no charge for calling
Alertline; if you are calling from outside the U.S., see
[http://www.att.com/bu
siness_traveler/cgi/access.cgi?c=A] for the telephone access
code for your country. For further information about Alertline, see
[http://www-fschome/messages/Alertline.php]. |
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Fairchild will not tolerate any retaliation in response to a report of a possible
violation.Any retaliatory action should immediately be reported to the office of the
General Counsel, your site compliance officer, your Human Resources business partner
or Alertline. All reports will be handled seriously, and confidentially to the extent
permitted by law. A prompt investigation will be undertaken and, if warranted,
disciplinary action up to and including termination will be taken.
3. Policies Under the Code.
Comply with all laws, rules and regulations as well as company policies.You are
responsible for understanding the company policies that apply to your job and your
organization. If you are a manager or organization leader, you have a special
responsibility for understanding these policies and helping to train your teams and
organizations accordingly.
Work to promote a positive work environment that supports honesty, integrity,
respect, trust, responsibility and fair dealing. All employees want and deserve a
workplace where they will feel respected, satisfied and appreciated. Harassment or
discrimination of any kind is absolutely unacceptable and will not be tolerated. This
should extend to customers, suppliers and competitors as well as employees. No
employees should take unfair advantage of anyone through manipulation, concealment,
abuse of privileged information, misrepresentation of material facts or any other
unfair practice. While everyone who works for Fairchild must contribute to the
creation and maintenance of such an environment, executive officers and managers have
special responsibility for fostering a context for work that will bring out the best
in all of us. For further information, see Human Resources Policy No. 501. |
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Keep accurate, complete and truthful records. No false, misleading or artificial
entries may be made on Fairchild’s books and records and no documents should be
signed without proper authority. No funds or assets may be used or maintained by the
company for any illegal or improper purpose. All transactions must be fully and
completely documented and recorded in the company’s accounting records. All labor,
travel, material and other expenses should be recorded truthfully. Fairchild
Semiconductor’s reports and documents filed with or submitted to the Securities and
Exchange Commission and other public communications made by Fairchild Semiconductor
should contain full, fair, accurate, timely and understandable disclosure.
Protect company assets. Protecting company assets is essential to the company’s
success. All employees are individually responsible for protecting company assets.
Misuse, misappropriation or theft of company property is prohibited. This includes
any company funds or company assets, such as software, telephones, computers, copy
machines, facsimile machines, supplies and any other property owned by the company.
Use of company property must be limited to company-related work. Occasional,
reasonable personal use is permitted. Reasonable use depends upon the circumstances
and is subject to review by management.
Protect trade secrets and other confidential information. Fairchild’s confidential
and proprietary information – including trade secrets — are important company assets
which must be diligently protected by every employee. Almost any notion that
qualifies as a “good idea” which is not widely known in the industry, that gives
Fairchild a competitive advantage, or which Fairchild reasonably tries to keep secret
may be considered a trade secret. Some examples of a trade secret are new product
developments, customer li
sts, material costs, profit margins, present and future
pricing policies, equipment types and utilization rates, merger and acquisition
plans, processes and methods of manufacture, machinery designs and specifications,
and tolerance data. Unlike a patent (which must be fully disclosed to be granted), a
trade secret receives protection only if Fairchild makes reasonable efforts to guard
its secrecy. All employees should be vigilant in protecting Fairchild’s trade secrets
by utilizing Non-Disclosure Agreements (NDAs) prior to sharing trade secrets with
individuals outside the company, and clearly labeling confidential information as
such and physically protecting any confidential information. For a more complete
discussion of Fairchild’s Trade Secrets Policy, see Intellectual Property, and Trade
Secrets Policy, in the Legal section of the company’s internal web site. |
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Safeguard company information from unauthorized access regardless of the technology
or transmission medium.Every employee is responsible for protecting Fairchild
information. The electronic distribution of information allows Fairchild to rapidly
share information and ideas with both internal and external users. Information may
contain intellectual property, export control data or other sensitive data that
should not be disclosed to individuals who do not have “a need to know.” The need to
control access to information applies to both internal and external system users. To
protect company information, Fairchild employees must be familiar with IT policies
that govern information protection. For more information on how to protect company
information, review the Information Polices located on the company internal web site: |
| http://www-fschome/policies/index.php |
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Comply with all laws, regulations and company policies on document retention.
Employees must retain evidence of Fairchild’s business transactions in order to
comply with laws, regulations and our business and operational requirements. It is
unlawful to intentionally destroy records that pertain to anticipated or commenced
investigations, audits or litigation. Employees are required to comply with any
legal hold instructions that have been communicated to them. Fairchild is in the
process of establishing formal policies and procedures for the retention and
destruction of company records.
Draft emails and Internet postings with the same level of care you would use for any
other written communication. Fairchild has established an Electronic Communications
policy
[http://www-fschome.fairchildsemi.com/human_resources/electronic_communications.php]
that provides guidelines on the proper use of Fairchild’s information technology, and
encourages appropriate use of Fairchild systems. The company’s electronic
communications systems should be used by employees only for business purposes,
although occasional personal use is permitted, provided such use does not interfere
with productivity or computer system performance, expose the company to potential
legal liability, or violate any other provision of this policy, the Electronic
Communications policy or any other Fairchild policy. You should not expect privacy in
any message transmitted through the company’s email system. Any use of email to
exchange messages of a derogatory, discriminatory, harassing, threatening or
otherwise improper manner is absolutely prohibited. See HR policy 601 for further
information. |
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Observe restrictions on accepting gifts from vendors, customers, competitors or any
other entity that we do business with. Employees must not solicit or accept gifts,
payments, entertainment or gratuities from suppliers, competitors, customers, vendors
or any other entity that the company does business with unl
ess (1) the gift is of
nominal or token value and (2) the gift cannot be construed as a bribe, payoff or
improper inducement. You must never accept gifts in cash or cash equivalents. If you
have evidence of the acceptance of a payment of cash or improper gift by a supplier
to an employee, you must immediately contact the Office of the General Counsel at
(207) 775-8081, email corporate.legal@fairchildsemi.com or call Alertline
[http://www-fschome.fairchildsemi.com/messages/AlertLine.php] at 888-475-4621. For
additional information, see the Purchasing Policy entitled “Guidelines for Dealing
with Suppliers.” |
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Be truthful and honest in communications with customers, including marketing,
advertising and pricing of products.Fairchild is committed to the truthful
advertising of all its products. We value our relationships with customers and will
always provide honest price estimates that are as accurate as Fairchild can make
them. We want the quality of our products to speak for itself and will not permit the
disparagement of other companies or their products. The payment of bribes or
gratuities in the marketing of our products is strictly prohibited. Employees are
strongly cautioned against providing gifts or entertainment that is beyond what is
reasonable for the industry. If an employee is unsure as to how to proceed, contact
the office of the General Counsel at (207) 775-8081 or email
corporate.legal@fairchildsemi.com. |
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All purchasing must occur through the purchasing department. Familiarize yourself
with and follow Fairchild’s purchasing policies. Fairchild will only make purchases
on the basis of (1) price, (2) service, (3) quality and (4) delivery terms. All
purchasing commitments of any form, including verbal or written orders, letters of
intent or contracts must occur through Fairchild’s purchasing department and written
agreements or contracts are required for all purchases. After-the-fact purchase
requisitions are considered a violation of this policy. Those departments or
individuals contemplating the purchase of goods or services should involve their site
purchasing department early in the sourcing process to facilitate the supplier
selection and qualification process and to conduct negotiations for the specific
purchase. The only exception to the above are small purchases specifically allowed
under Fairchild’s Purchasing Card Program (see applicable Purchasing Policies for
more details). The acceptance of payments in return for a purchase order is grounds
for immediate discharge or other disciplinary action. If you are unsure how to
proceed, contact the office of the General Counsel at 207-775-8081 or email
corporate.legal@fairchildsemi.com. For further information, see the Purchasing Policy
entitled “Guidelines for Dealing with Suppliers.” |
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Avoid conflicts of interest and the appearance of conflicts of interest. Fairchild
recognizes the right of employees to engage in activities outside of their employment
that are of a private nature and unrelated to our business. However, you must avoid
conflicts of interest or the appearance of conflicts of interest. A “conflict of
interest” occurs when an individual’s private interest interferes in any way with the
interests of the company. Describing all such instances is impossible. However, some
situations that could result in a conflict of interest include doing business with a
family member, having a financial interest in a company that is a Fairchild
competitor (other than owning shares in a public company), taking a second job,
managing your own business or serving as a director of another business. A policy of
full and complete disclosure will be followed to assess and prevent potential
conflicts of interest from arising. Approv
al of an activity does not imply that you
are serving at the direction or request of Fairchild. Report any actual or potential
conflict of interest to the office of the General Counsel, your site compliance
officer or your Human Resources business partner. See Human Resources Policy 502 for
a more detailed description of the Conflicts of Interest Policy. |
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Comply with export control laws and regulations of all countries in which Fairchild
does business. Compliance with export control laws and regulations may result in
some loss of business opportunities. Failure to comply may result in heavy fines and
penalties and loss of exporting privileges. In the high-technology industry,
distribution licenses are needed to export certain products and technical data from
the U.S. to other countries. In some cases, a facsimile of technical data or carrying
a laptop computer on an international flight may be considered an export. Revealing
information to company employees who are citizens of listed countries (even within
the territories of those countries in some cases) is also considered an export and
may require special documentation. For more information, see our Purchasing and
Worldwide Export Compliance Policies. |
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Comply with all import laws and regulations of all countries which Fairchild does
business. In complying with all import laws and regulations, Fairchild can ensure
that its imports are not subject to delay or penalties and can take advantage of
applicable programs to reduce duties and fees. In addition, Fairchild must ensure
its entire supply chain complies with the Customs Trade Partnership Against Terrorism
(C-TPAT) requirements. For more information, see
[http://www-fschome.fairchildsemi.com/emergency_protective_services/C-TPAT.php]. |
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Follow fair employment practices, which strictly prohibit any discrimination.
Fairchild does not discriminate and will not allow its employees to discriminate on
the basis of sex, race, religion, national origin, age, disability or veteran status.
See Human Resources Policy No. 504 for a more detailed description of Fairchild’s
Fair Employment Practices. |
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Adhere to all antitrust laws, the violation of which could result in severe fines or
even prison sentences.”Antitrust” laws refer generally to U.S. federal and state
laws, and non-U.S. laws, that protect competition. Antitrust laws prohibit different
types of agreements among companies to restrain free trade, efforts by companies to
monopolize the marketplace, to fix and control prices, to boycott certain customers
or suppliers, and other types of anti-competitive conduct. These laws are strictly
enforced and their violation may result in severe penalties such as forced sales of
parts of businesses and significant fines imposed on the company. Employees may also
face substantial fines in addition to prison sentences. Please refer to Fairchild’s
Antitrust Compliance Policy for additional information on Fairchild’s antitrust
policy. |
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Be aware of and comply with the U.S. Foreign Corrupt Practices Act. Many countries
have laws or rules prohibiting gifts to people who are employed by the government of
that country. In addition, a U.S. law, the Foreign Corrupt Practices Act (FCPA),
prohibits Fairchild, or anyone acting on behalf of Fairchild, including any employee,
from making a payment or giving anything of value to a foreign official or political
party for purpose of obtaining or retaining business. This provision also applies to
payments or offers of anything of value to intermediaries, sales representatives or
a
gents if the employee knows, or has reason to know, that the payment or offer will
be used for a prohibited payment, gift or favor. All Fairchild employees worldwide
must adhere to these restrictions.
The FCPA requires that Fairchild maintain a system of internal accounting controls
and keep accurate records of transactions and assets.
The following activities are prohibited: |
