Exhibit 14.1
Micrel, Incorporated
Code of Ethics for Senior Officers
PURPOSE
This Code of Business Conduct and Ethics (the "Code") contains general
guidelines for conducting the business of Micrel, Incorporated (the "Micrel")
consistent with the highest standards of business ethics, and is intended to
qualify as a "code of ethics" within the meaning of Section 406 of the
Sarbanes-Oxley Act of 2002 and the rules promulgated thereunder. This Code
supplements, and is in addition to, the obligations placed upon all employees
by the Company's Worldwide Standards of Business Conduct. To the extent this
Code requires a higher standard than required by commercial practice or
applicable laws, rules or regulations, we adhere to these higher standards.
This Code is designed to deter wrongdoing and to promote:
* Honest and ethical conduct, including the ethical handling of
actual or apparent conflicts of interest between personal and
professional relationships;
* Full, fair, accurate, timely, and understandable disclosure in
reports and documents that Micrel files with, or submits to, the
Securities and Exchange Commission and in other public
communications made by Micrel;
* Compliance with applicable governmental laws, rules and
regulations;
* The prompt internal reporting to an appropriate person or persons
of violations of the Code; and
* Accountability for adherence to the Code.
This Code applies to our chief executive Officer, our chief financial
Officer/principal accounting Officer, our controller and any other persons who
perform similar functions for Micrel (referred to herein as a "Senior Officer"
or "Officer" and, collectively, "Senior Officers" or "Officers"). If a Senior
Officer feels uncomfortable about a situation or has any doubts about whether
a particular situation is consistent with Micrel's high ethical standards, he
or she should contact the Company's General Counsel.
This Code was adopted by the Board of Directors (the "Board") of Micrel
on March 11, 2004.
CONFLICTS OF INTEREST
Identifying Conflicts of Interest
A conflict of interest occurs when a Senior Officer's private interest
interferes in any way with the interests of Micrel as a whole. A Senior
Officer should actively avoid any private interest that may influence his or
her ability to act in the interests of Micrel or that may make it difficult to
perform work objectively and effectively. In general, the following should be
considered conflicts of interest:
* Outside Employment. No Senior Officer may be employed by a
business that competes with Micrel or deprives Micrel of any
business.
* Improper Personal Benefits. No Senior Officer may obtain material
personal benefits or favors because of his or her position with
Micrel.
* Corporate Opportunity. No Senior Officer should use corporate
property, information or his or her position with Micrel to secure
a business opportunity that would otherwise be available to
Micrel. If an Officer discovers a business opportunity through
the use of corporate property, information or position that is in
Micrel's line of business, he or she must first present the
business opportunity to Micrel before pursuing the opportunity in
an individual capacity. If Micrel chooses not to pursue such
business opportunity, the Officer must get the approval of Company
management before pursuing the opportunity in an individual
capacity.
* Financial Interests. No Senior Officer may have any material
financial interest (ownership or otherwise), either directly or
indirectly through a spouse or other family member, in any other
business enterprise if that interest (i) adversely affects the
Senior Officer's performance of duties or responsibilities to
Micrel, or requires devoting any time to that interest during
Micrel working hours, or (ii) is in an enterprise that competes,
does business or seeks to do business with Micrel. However, a
Senior Officer may have an indirect stock ownership in a publicly
traded company (e.g., through a mutual fund).
* Loans or Other Financial Transactions. No Senior Officer may
obtain loans or guarantees of personal obligations from, or enter
into any other personal financial transaction with, any company
that is a material customer, supplier or competitor of Micrel.
This guideline does not prohibit arms-length transactions with
recognized banks or other financial institutions.
* Service on Boards and Committees. No Senior Officer should serve
on a board of directors or trustees or on a committee of any
entity (whether profit or not-for-profit) whose interests
reasonably could be expected to conflict with those of the Micrel.
Senior Officers must obtain prior approval from the Board before
accepting any such board or committee position. Micrel may
revisit its approval of any such position at any time to determine
whether service in such position is still appropriate.
It is difficult to list all of the ways in which a conflict of interest
may arise, and the above represents only a few, limited examples. If a Senior
Officer is faced with a difficult business decision that is not addressed
above, he or she should consider the following questions:
* Is it legal?
* Is it honest and fair?
* Is it in the best interests of Micrel?
Disclosure of Conflicts of Interest
The Company requires that Senior Officers fully disclose any situations
that reasonably could be expected to give rise to a conflict of interest. If
an Officer suspect that he or she has a conflict of interest, he or she must
report it immediately to the Chief Executive Officer. The Chief Executive
Officer must report any such conflict to the Board of Directors. Conflicts of
interest may only be waived by the Board, or the appropriate committee of the
Board, and will be promptly disclosed to the public to the extent required by
law.
Family Members and Work
The actions of family members outside the workplace may also give rise
to conflicts of interest because they may influence a Senior Officer's
objectivity in making decisions on behalf of Micrel. If a member of a Senior
Officer's family is interested in doing business with Micrel, the criteria as
to whether to enter into or continue the business relationship, and the terms
and conditions of the relationship, must be no less favorable to Micrel
compared with those that would apply to a non-relative seeking to do business
with Micrel under similar circumstances.
For purposes of this Code, "family members" or "members of your family"
include an Officer's spouse or life-partner, brothers, sisters and parents,
in-laws and children whether such relationships are by blood or adoption.
GIFTS AND ENTERTAINMENT
The giving and receiving of gifts is common business practice.
Appropriate business gifts and entertainment are welcome courtesies designed
to build relationships and understanding among business partners. However,
gifts and entertainment should never compromise an Officer's ability to make
objective and fair business decisions.
It is the responsibility of Senior Officers to use good judgment in this
area. As a general rule, Senior Officers may give or receive gifts or
entertainment to or from customers or suppliers only if the gift or
entertainment is not material and could not be viewed as an inducement to any
particular business decision. All gifts and entertainment expenses must be
properly accounted for on expense reports.
POLITICAL CONTRIBUTIONS AND ACTIVITIES
Micrel encourages its Senior Officers to participate in the political
process as individuals. However, federal and state contribution and lobbying
laws severely limit contributions Micrel can make to political parties or
candidates. Micrel funds or assets shall not be used to make a political
contribution to any political party or candidate.
Micrel facilities may not be used for political activities (including
fundraisers and other activities related to running for office).
When participating in political affairs, Senior Officers should be
careful to make it clear that their political views and actions are their own,
and not made on behalf of Micrel. For instance, Micrel letterhead should not
be used to send personal letters in connection with political activities.
PROTECTION AND USE OF COMPANY ASSETS
Senior Officers should protect Micrel's assets and ensure their
efficient use for legitimate business purposes only. Theft, carelessness and
waste have a direct impact on Micrel's profitability. The use of the funds or
assets of Micrel, whether for personal gain or not, for any unlawful or
improper purpose is strictly prohibited.
To ensure the protection and proper use of Micrel's assets, each Senior
Officer should:
* Exercise reasonable care to prevent theft, damage or misuse of
Micrel property;
* Promptly report the actual or suspected theft, damage or misuse of
Micrel property;
* Safeguard all electronic programs, data, communications and
written materials from inadvertent access by others; and
* Use Micrel property only for legitimate business purposes.
ACCURACY OF FINANCIAL REPORTS AND OTHER PUBLIC COMMUNICATIONS
We are a public company and are required to report our financial results
and a great deal of financial and other information about our business to the
public and the Securities and Exchange Commission. We are also subject to
various securities laws and regulations. It is our policy to promptly
disclose accurate and complete information regarding Micrel's business,
financial condition and results of operations. Our officers must understand
and strictly comply with generally accepted accounting principles as adopted
by Micrel and all standards, laws and regulations for accounting and financial
reporting of transactions, estimates and forecasts. Inaccurate, incomplete or
untimely reporting will not be tolerated and can severely damage Micrel and
result in legal liability.
Senior Officers should be on guard for, and promptly report, any
possibility of inaccurate or incomplete financial reporting. Particular
attention should be paid to:
* Financial results that seem inconsistent with the performance of
the underlying business;
* Transactions that do not seem to have an obvious business purpose;
and
* Requests to circumvent ordinary review and approval procedures.
The Company's Senior financial Officers have a special responsibility to
ensure that all of our financial disclosures are full, fair, accurate, timely
and understandable. Any practice or situation that might undermine this
objective should be reported to the Chief Executive Officer, the Chief
Financial Officer or the Board of Directors, as appropriate.
CONFIDENTIAL INFORMATION
Senior Officers have access to a variety of confidential information
while employed at Micrel. Confidential information includes all non-public
information that might be of use to competitors, or harmful to Micrel or its
customers, if disclosed. Senior Officers have a duty to safeguard all
confidential information, except when disclosure is authorized or legally
mandated. A Senior Officer's obligation to protect confidential information
continues after the Officer leaves Micrel. Unauthorized disclosure of
confidential information could cause competitive harm to Micrel and could
result in legal liability to the Officer and Micrel.
When discussing or in possession of confidential information, employees
should always be aware of their surroundings. Senior Officers should not
discuss Micrel business in the presence of employees or others who do not have
a right or need to know. Senior Officers should be particularly careful in
public places, including restaurants, airplanes, commuter trains and public
pay phones. In appropriate circumstances, disclosure of confidential
information may be authorized by appropriate Micrel personnel. Any outside
requests for Micrel information should only be handled by authorized persons.
Any question or concern regarding whether disclosure of Micrel information is
legally mandated should be promptly referred to the Company's General Counsel.
COMPANY RECORDS
Accurate and reliable records are crucial to our business. Our records
are the basis of our earnings statements, financial reports and other
disclosures to the public. In addition, our records are the source of
essential data that guides business decision-making and strategic planning.
Company records include booking, billing and backlog information, payroll,
timecards, travel and expense reports, e-mails, accounting and financial data,
measurement and performance records, electronic data files and all other
records maintained in the ordinary course of our business.
All Company records must be complete, accurate and reliable in all
material respects. There is never an acceptable reason to make false or
misleading entries. In addition, undisclosed or unrecorded funds, payments or
receipts are strictly prohibited. Each Senior Officer is responsible for
understanding and complying with our record keeping policy. Contact the
Company's General Counsel if there are any questions in this regard.
COMPLIANCE WITH LAWS AND REGULATIONS
Each Senior Officer has an obligation to comply with the laws of the
cities, states and countries in which Micrel operates. We will not tolerate
any activity that violates any laws, rules or regulations applicable to
Micrel. This includes, without limitation, laws covering commercial bribery
and kickbacks, copyrights, trademarks and trade secrets, information privacy,
insider trading, illegal political contributions, antitrust prohibitions,
foreign corrupt practices, offering or receiving gratuities, environmental
hazards, employment discrimination or harassment, occupational health and
safety, false or misleading financial information or misuse of corporate
assets. Each Officer is expected to understand and comply with all laws,
rules and regulations that apply to his or her position in Micrel. If any
doubt exists about whether a course of action is lawful, an Officer should
seek advice immediately from the Company's General Counsel.
VIOLATIONS OF THE CODE
All Senior Officers have a duty to report any known or suspected
violation of this Code, including any violation of laws, rules, regulations or
policies that apply to Micrel. Reporting a known or suspected violation of
this Code by others should not be considered an act of disloyalty, but an
action to safeguard the reputation and integrity of Micrel and its employees.
If an Officer knows of or suspects a violation of this Code, he or she
should immediately report the conduct to the General Counsel or the Vice
President of Human Resources. One or both of these individuals will work
directly with the Officer to investigate your concern. If the suspected
violation involves either the General Counsel or the Vice President of Human
Resources, immediately report the conduct to the chairman of the Company's
Audit Committee or to any other independent board director.
All questions and reports of known or suspected violations of this Code
will be treated with sensitivity and discretion. Micrel will protect an
Officer's confidentiality to the extent possible consistent with the law and
Micrel's need to investigate the Officer's concern. The Company strictly
prohibits retaliation against a Senior Officer who, in good faith, seeks help
or reports known or suspected violations. Any reprisal or retaliation against
a Senior Officer because the Senior Officer, in good faith, sought help or
filed a report will be subject to disciplinary action, including potential
termination of employment.
It is Micrel's policy that any Senior Officer who violates this Code
will be subject to appropriate discipline, up to and including potential
termination of employment, based upon the facts and circumstances of each
particular situation. Conduct that violates the law or this Code cannot be
justified by claiming that it was ordered by someone in higher management.
Senior Officers who violate the law or this Code may expose themselves to
substantial civil damages, criminal fines and prison terms. The Company may
also face substantial fines and penalties in such situations, not to mention
damage to Micrel's reputation and standing in the community. In short, an
Officer's conduct as a Senior Officer of Micrel, if it does not comply with
the law or with this Code, can result in serious consequences for both the
Officer and Micrel.
WAIVERS OF THE CODE
Waivers of this Code may be granted on a case-by-case basis and only in
extraordinary circumstances. Waivers of this Code may be made only by the
Board, or the appropriate committee of the Board, and will be promptly
disclosed to the public.
CONCLUSION
This Code of Ethics for Senior Officers contains general guidelines for
conducting the business of Micrel consistent with the highest standards of
business ethics. If a Senior Officer has any questions about these
guidelines, he or she should contact the Company's General Counsel. We expect
all Senior Officers to adhere to these standards. Each Senior Officer is
separately responsible for his or her actions. If an Officer engages in
conduct prohibited by the law or this Code, he or she will be deemed to have
acted outside the scope of his or her employment. Such conduct will subject
the Officer to disciplinary action, including possible termination of
employment.
* * * * * * * * * * *
As a Senior Officer of Micrel, Inc., and/or its subsidiaries (as defined
in this Code of Ethics), I acknowledge by my signature below that I have read
and understand the requirements contained in the Code of Ethics for Senior
Officers (Rev. 3/04).
________________________
Officer Signature
________________________
Officer Name (Printed)
________________________
Date