EXHIBIT 14.2
AMKOR TECHNOLOGY, INC.
DIRECTOR CODE OF ETHICS
1. DUTIES AND RESPONSIBILITIES. This Code of Ethics ("Code of Ethics" or
"Code") is a guide to your ethical and legal responsibilities with respect to
your status as a director of Amkor Technology, Inc. ("Amkor").
It is the primary duty of the Board of Directors (the "Board") of Amkor to
oversee the CEO and other senior management in the competent and ethical
operation of the corporation. To satisfy this duty, the directors will attend
regularly scheduled Board meetings and interface with company management as
appropriate, with a focus toward ensuring that the corporation is committed to
business success through maintenance of the highest standards of responsibility
and ethics.
Directors bring to Amkor a wide range of experience, knowledge and
judgment, and bring these skills to bear for Amkor. These varied skills mean
that good governance depends on far more than a "check the box" approach to
standards or procedures. The governance structure in Amkor is designed to be a
working structure for principled actions, effective decision-making and
appropriate monitoring of both compliance and performance.
Effective directors maintain an attitude of constructive skepticism and
careful review. Our directors know that their job requires them to ask probing
questions of management and to take the action necessary to understand material
decisions on the part of management, which they are asked to review. Our
directors also rely on the advice, reports and opinions of management, counsel
and our expert advisers.
Finally, the Board is committed to staying current on best governance
practices. We intend to monitor the way we govern ourselves, including reviewing
whether there are alternatives or new ideas which would strengthen our
governance structures.
2. GENERAL CONFLICTS OF INTEREST. Each board member must ensure that other
existing and anticipated future commitments do not materially interfere with the
member's service as a director.
3. PERSONAL BENEFIT FROM AMKOR BUSINESS. You may not receive any material
personal profit or advantage in connection with any transaction involving Amkor
without requisite disclosure and approval. You must disclose to our General
Counsel all situations where, to your knowledge, an Amkor entity is conducting
business that results or will result in a material personal profit or advantage
to you.
4. INVESTMENTS IN OTHER BUSINESSES. You may not have a material personal
or family financial interest in any Amkor supplier, customer, reseller or
competitor that might cause divided loyalty, or the appearance of divided
loyalty without requisite disclosure and approval. Whether there may be divided
loyalty depends on many factors, including your ability to influence Amkor
decisions that affect your personal interest, the size of the investment
relative to your other resources, and the nature of the relationship between our
company and the other business.
5. OTHER DIRECTORSHIPS AND POSITIONS. Prior to joining any other board or
accepting an executive position with a company that does business with Amkor or
competes with Amkor, you must consult with Amkor's Chairman of the Governance
Committee. If in your position as a director, officer or employee of another
organization you encounter any situation where your role with that other
organization is in conflict with Amkor's interests, you must inform Amkor's
Chairman of the Governance Committee of the conflict.
6. CONFIDENTIALITY IN GENERAL. Amkor business and technical information
that you learn as a result of your position at Amkor is company property and
must be kept confidential.
7. HANDLING NEWS ABOUT AMKOR. Confidential information about Amkor,
including information that can reasonably be expected to have an impact on the
market for Amkor stock, including forward-looking information such as
projections of orders, new revenue or earnings, may be released only in
accordance with Amkor's guidelines and applicable securities laws. When
reasonably possible, contacts with news organizations should be handled through
Amkor's department responsible for corporate communications.
Individual board members may occasionally meet or otherwise communicate
with various constituencies that are involved with Amkor, but it is expected
that, when reasonably possible, board members would do this with the knowledge
of management and, in most instances, absent unusual circumstances or as
contemplated by the committee charters, at the request of management.
Amkor's policy is to provide full, fair, accurate, timely, and
understandable disclosure in reports and documents that Amkor files with, or
submits to, the SEC and in Amkor's other public communications. Accordingly,
board members must ensure that they and others in the company comply with
Amkor's disclosure controls and procedures and Amkor's internal controls for
financial reporting. In the event any individual board member believes or
suspects that any information that is filed with, or submitted to the SEC, or
otherwise made publicly available is materially inaccurate or misleading, or if
such board member has identified or has suspicion of a material weakness in
Amkor's public reporting procedures, such board member shall promptly raise such
concern with the Chairman of the Audit Committee (or other member of the Audit
Committee, as may be appropriate).
8. PROFITING FROM INSIDE INFORMATION. As a director, you have information
about Amkor that is both material and non-public. You must adhere to Amkor's
trading windows and applicable securities laws, and report any trades in Amkor
stock. If you violate insider trading laws, both you and Amkor may be subject to
severe criminal penalties. Insider trading laws apply to all Amkor directors and
apply even to relatively small transactions.
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9. HANDLING COMPANY ASSETS. Every director must take care to safeguard
Amkor assets. This includes protecting them from unauthorized use. Use of Amkor
assets for any unlawful or improper purposes is strictly prohibited.
10. RELATIONSHIP TO OTHER POLICIES. If you are an Amkor employee, the
Amkor Code of Business Conduct and Ethical Guidelines also apply to you. If you
are a member of a committee of the Board of Directors, the applicable committee
charter(s) should also guide your conduct.
11. WAIVERS AND AMENDMENTS OF THE CODE. Amkor is committed to continuously
reviewing and updating our policies and procedures. Therefore, this Code is
subject to modification. Any amendment or waiver of any provision of this Code
must be approved in writing by the Board of Directors and promptly disclosed,
along with the reasons for any waiver, pursuant to applicable laws and
regulations.
12. VIOLATIONS; INVESTIGATIONS. All Amkor directors are required to review
this Code in order to answer questions and ensure compliance. Violations of this
Code should be reported to the Chairman of the Audit Committee; provided that if
the alleged violation involves the Chairman of the Audit Committee, then the
violation should be reported to the remaining members of the Audit Committee;
provided further, that if the alleged violation involves the Chairman of the
Audit Committee and at least one other member of the Audit Committee, then the
violation should be reported to the remaining members of the Board of Directors.
The process to report violation shall be through the Company's Ethics
Hotline at 877.22 Amkor. Callers can remain anonymous when calling the Ethics
Hotline. Please refer to the Company's website at www.aanet.amkor.com for
further information regarding the Ethics Hotline.
Amkor shall promptly investigate any reported or suspected violations of
the Code. Amkor shall determine whether a violation of this Code has occurred
after providing the alleged violator with an opportunity to respond to the
allegations. Amkor will strive to enforce the Code in a consistent and fair
manner while accounting for all relevant information. Amkor will take
appropriate action against any person whose actions are found to violate this
Code or any other policy of Amkor. Reprisal, threats, retribution or retaliation
against any person who has in good faith reported a violation or a suspected
violation of law, this Code or other Amkor policies, or against any person who
is assisting in any investigation or process with respect to such a violation,
is prohibited.
Notwithstanding the foregoing, if Amkor's audit committee establishes
procedures regarding complaints or concerns related to accounting, internal
accounting controls, or auditing that are inconsistent with the foregoing, such
procedures established by the audit committee shall apply.
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