Code of Conduct

A MESSAGE FROM FRANS SCHEPER

An ethical framework is important for many reasons. It gives us the foundation for a way of living, one that is respectful to others and ourselves. It provides guidance in our daily lives, and clarity in times of doubt. An ethical framework in business is equally important, and on a much larger scale. For NEXPERIA, and the tens of thousands of people who work here, this ethical framework is represented by our Code of Conduct.

This document in front of you, “the Code”, has been carefully developed to outline the standards of behavior expected from NEXPERIA employees. Maintaining these standards helps us to protect ourselves and each other, as well as our business, stakeholders and customers, from harm.
When we know right from wrong, we have no excuse not to follow the ethical path, to do right.

The Code is your first point of reference in distinguishing right from wrong within NEXPERIA. Coupled with common sense and experience, it details the behavior expected from you and every NEXPERIA employee. It shows you what to do if you witness or suspect a breach of the Code, as well as highlighting the consequences for confirmed violations.

I want you to study and understand this Code of Conduct, not just because you are contractually obliged to follow it. I want you to make it part of your daily work here at NEXPERIA, as part of a community of professionals who follow the highest ethical standards — who know right, and do right.

Frans Scheper, President & CEO

 

INTRODUCTION

1.1 GENERAL
The NEXPERIA Code of Conduct (the “Code”) sets out the values that guide us as we work to fulfill our ambitions in the company. It applies to all NEXPERIA employees, officers and directors and to all our activities on behalf of NEXPERIA worldwide. We require suppliers, agents and business partners to follow similar principles.
Together, we’ve earned the trust of our partners and customers by maintaining the highest standards of conduct and ethics. It’s a proud tradition that defines not only how we do business, but who we are as people.

The Code is an expression of who we are and how we want to be perceived by our stakeholders. We put the Code into daily practice. We are all expected to act in accordance with the content and spirit of the Code, and to comply with all company policies and all applicable local and international laws and regulations. Whenever we encounter an ethical or legal dilemma, we resolve it in line with the Code.

NEXPERIA aims to be a responsible business partner, and to behave responsibly towards our customers and other business partners, our employees and in the communities where we operate. It is the responsibility of the Board of Directors and the Management Team to ensure that the Code is properly communicated to and observed by everyone at NEXPERIA. The application of the Code is of prime importance in making decisions about whether or not to enter into or continue relationships with business partners, such as contractors, suppliers and distributors, or to participate in joint ventures.

The Code is not an all-encompassing document, but formulates the minimum requirements for our behavior on behalf of NEXPERIA. Additional local rules of business conduct or ethical behavior may be made by the leadership team of individual Business Units, Operations, Corporate departments, and Country Management wherever necessary, as long as such rules are consistent with our values, our reputation, and the contents of the Code.

We are all expected to uphold the integrity of the Code. We are responsible for reporting any activity we think may be in violation of the Code, our company policies or laws and regulations. We can do this by informing our manager, any Ethics Liaison, the Ethics Committee, or by using the SpeakUp line.

If we fail to comply with or willfully breach the Code, NEXPERIA retains the right to take disciplinary action, up to and including termination of employment. NEXPERIA will not retaliate against – or tolerate anyone else’s retaliation against – someone who makes a good- faith report regarding an actual or suspected violation of the Code, company policies or laws, even if, eventually, a reported suspected violation turns out not to be a violation of the Code.

NEXPERIA is committed to innovating for a better tomorrow for our customers, our employees, our communities, and society as a whole.

The Code clarifies our principles and sets standards for professional conduct in achieving this mission. It serves primarily as a central guide and reference for day-to-day decision-making. It is also a tool to encourage discussion, to help employees deal with ethical dilemmas or uncertainties they encounter in their work.

Working ethically is about making daily decisions that build a community which we can be proud of, one in which we can each contribute and thrive.

To protect and grow our valuable community of integrity, we must:

  • Be aware of ethics and standards of business conduct -both within the company and outside it.

  • Be transparent - ask questions and listen; maintain open two-way communications

  • Be ready to do the right thing; if something isn’t right, take action.

ASSISTANCE AND REPORTING

2.1 GUIDANCE
In understanding and applying the Code, we should do so against the back-drop of common sense and generally accepted rules of behavior and ethics. To that effect, the questions in the decision tree can assist us in doing right.

2.2 DECISION TREE
We should use good judgment at all times. If an action feels wrong, we should not do it.

If we are not certain that an action meets NEXPERIA’s ethical standards, we are encouraged to ask ourselves a few simple questions:

  1. Is the action illegal?
  2. Could it adversely affect NEXPERIA?
  3. Does the action violate the Code or our values?
  4. If we do it, will we feel wrong?
  5. Would we be hesitant telling this to our boss (or to our colleagues, spouse, or partner)?

If the answer to any of the questions is yes, then we should not do it.

2.3 ETHICAL GUIDANCE
We are all expected to comply with the Code, and all managers are expected to ensure its compliance. If we don't know what is expected from us in a certain situation, we need to consider the following actions to make the right decision.

Refer to compliance policies

NEXPERIA has specific compliance policies that support the general principles stated in the Code. We can refer to these policies on the NEXPERIA Code of Conduct intranet site for more detailed reasons and guidelines for following the Code.

Take direct action

It is often best to fix something on the spot. If we are considering an action that may raise ethical concerns, or see someone doing something questionable, then we should raise concerns right away. Just raising the issue for discussion can be enough to bring the actions into compliance with the Code.

Consult your manager

For questions about the Code, typically the first place to turn is our manager. Our direct managers are familiar with our specific assignments and understand local circumstances better than anyone else. They can help us discuss problems so we can identify actions that comply with the Code.

Contact your local Ethics Liaison

If, for any reason, we cannot or don’t want to discuss an issue with our manager, we can contact our local Ethics Liaison Representative. He or she can assist in resolving any issue or answer any questions we might have. The Ethics Liaison Representative has an independent role. He or she can also connect us with relevant departments, such as human resources, legal, or internal audit.

Contact the Ethics Committee

The Ethics Committee is composed of executive leaders who are responsible for governing and interpreting the Code, implementing and communicating the Code, and overseeing investigations into reported violations of the Code. We may contact the Ethics Committee via Senior Legal Counsel, Ruben Lichtenberg: ruben.lichtenberg@nexperia.com / +31655105606.

2.4 HOW TO REPORT
1. Manager
2. Ethics Liaison
3. Ethics Committee 4. SpeakUp-line

We are welcome to raise any questions or concerns. If we know of, or suspect a violation of the Code or the spirit it purports, we should: immediately report the matter to our manager, our Ethics Liaison, or the Ethics Committee. Alternatively, we may use the third-party administered, SpeakUp line to report a matter anonymously to the Ethics Committee, if so desired.

Complaints with respect to NEXPERIA’s accounting, internal controls or audit matters will be communicated to the audit committee of the NEXPERIA Board of Directors.

2.5 NO REPRISALS
All employees are entitled to protection from retaliation for making, in good faith, a report of a suspected violation of the Code, or participating in a related investigation. NEXPERIA shall not discharge, demote, suspend, threaten, harass or in any manner discriminate against an employee in the terms and conditions of employment based upon any lawful actions of such employee with respect to good faith reporting of a suspected violation of the Code or participation in a related investigation. An employee’s right to protection from retaliation does not grant immunity for any violations of the Code.

2.6 DISCIPLINARY MEASURES
Violation of the Code of Conduct may lead to disciplinary action, including dismissal, notwithstanding any further civil or criminal action that may be taken. Any disciplinary measure will be in accordance with applicable laws.

BUSINESS INTEGRITY

It is NEXPERIA’s policy to comply with all applicable laws and regulations that relate to our business. When conducting business, we may encounter a variety of legal issues or may question the legality of an action. When this happens, we should check our actions with our manager and/or the legal department. Compliance with the law is a personal responsibility.

3.1 BRIBERY AND IMPROPER CONDUCT
NEXPERIA strictly prohibits unethical business practices such as bribes, kickbacks, or any other form of improper payment that aims to obtain or retain business or influence a business decision. This rule applies to all our operations, regardless of the country in which we conduct business. We shall not directly, or through a third party, make an offer, promise, or authorize any payment of gift or render services without invoice:

  • To gain any business advantage,
  • To influence the policy of any government, or
  • That could bear the appearance of impropriety

Making an offer alone, without actual payment, still violates NEXPERIA’s policy and the law.

Facilitating payments are small payments made in money or in kind to officials, in accordance with publicly known or widely followed local customs, to expedite or secure the performance of routine, official actions such as issuing licenses, permits, or visas. Making these facilitating payments on behalf of NEXPERIA is strictly prohibited under NEXPERIA policy.

Anti-bribery laws, such as the US Foreign Corrupt Practices Act (FCPA) and the UK’s Anti- Bribery Act, as well as similar laws in other countries, prohibit us from making an offer or giving a bribe, a kickback, or any other improper payment to government officials to obtain or retain business or influence a business decision. The laws may apply regardless of the territory we operate in.

The term "government officials" can refer to

  • Public officials
  • Officials or candidates of political parties
  • Politicians or political candidates
  • Employees of public international organizations (such as the UN or the EU)
  • Employees of organizations owned or controlled by the government, such as public utilities or universities.

These laws apply to companies and individuals, including employees. Violation of anti-bribery laws can result in severe financial penalties or even imprisonment.

3.2 COMPETITION AND ANTITRUST
NEXPERIA supports the principles of free enterprise and fair competition.

NEXPERIA competes in the market, but in a lawful and ethical way. We must abide by applicable antitrust laws wherever we conduct business. Failure to comply with these laws may have serious consequences for those involved and for our company. We are also encouraged to seek timely advice from the legal department if we have any questions or concerns relating to competition laws or if we have any doubt whether or not competition laws apply.

In compliance with competition laws, we shall never agree with a competitor to limit competition in any way. Any and all arrangements shall be at arm's length.

3.3 ACCURATE REPORTING
To ensure that our shareholders and other stakeholders receive a uniform level of information, and, additionally, to protect sensitive information, only a limited number of employees are authorized to make public statements on behalf of NEXPERIA.

Additionally, all information published by NEXPERIA, including its business units and/or national organizations, must first be approved by appropriate management.

Our industry and business are always under scrutiny by the public, the press, and the analyst community. If we are contacted by an outside party, we shall not release information to them regarding NEXPERIA’s

financial, social, or environmental performance, or any other information, without prior consultation with Corporate Communications or Investor Relations.

We are responsible for ensuring that NEXPERIA’s financial statements are full, fair, accurate, timely, and understandable. In order to do so, we must comply with legal and regulatory requirements and we must also be familiar with NEXPERIA’s internal controls and policies. We shall never make a false or misleading claim or statement in any of NEXPERIA’s financial reports, monitoring reports, or other documents submitted to government agencies and investors, or in any publication, including advertisements.

NEXPERIA only does business with individuals who do legitimate, lawful business and whose identity we have confirmed. We must comply with all applicable anti-money laundering laws throughout the world, and report any suspicious activity to a manager or the legal department as soon as we are alerted.

3.4 DATA PROTECTION, PERSONAL DATA, THIRD PARTIES
NEXPERIA recognizes the importance of protecting the personal data of everyone we do business with, including employees, suppliers, and customers. We believe that responsible stewardship of personal data is a critical part of maintaining trust in the NEXPERIA brand, and of ensuring that individuals feel confident that NEXPERIA respects their right to privacy.

3.5 SUSTAINABILITY, SOCIAL RESPONSIBILITY, CONFLICT MINERALS
NEXPERIA is committed to sustainable practices, through our Sustainability Policy, that fosters ethical principles and respect for the environment, people, and our community. NEXPERIA is committed to make products and packages that are free of minerals from conflict zones and obtain full transparency throughout its supply chain.

3.6 TRADE COMPLIANCE
At NEXPERIA, we are committed to obeying the applicable laws and regulations in all of our activities and in all global communities where we operate. Therefore, when we import or export products, services, information or technology around the world, we must comply with the laws, regulations and restrictions of every country that may exercise authority over NEXPERIA’s importing and exporting.

PERSONAL INTEGRITY

4.1 GIFTS AND ENTERTAINMENT
Depending on the context of the work that we do for NEXPERIA, exchanging gifts and entertainment helps us maintain a strong relationship with our customers, our suppliers, and our other business partners. However, we should keep these exchanges strictly professional by following these principles:

Value: no personal gifts or favors of any material commercial value can be given to, or accepted from, any third party. A gift or favor of material value means that it carries such a value that it may influence our business conduct or lead to a potential conflict of interest or dependency.

Any gift, regardless its value and whether offered or received, must be reported to one’s manager or Ethics Liaison.

Customary: we should not provide or receive any gift or favor that is not a customary business gift common to the location and industry or that would embarrass NEXPERIA. Cash or cash equivalents, such as gift cards or gift certificates, are viewed as kickbacks or bribes and are never allowed.

Legal: the gift or favor should be legal in the location and under the circumstances in which it was presented, and shall not constitute a violation of any applicable bribery legislation.

Solicited: we shall not offer gifts or favors that are not permitted by the recipient’s policies. We will never provide gifts or favors that are solicited for, because these may be seen as bribes or kickbacks.

We should make it clear to our business partners that gifts or personal favors may influence the business relationship negatively
and that our business decisions are based solely on the interest of NEXPERIA and not on personal considerations of past or future gain.

Government: public officials are subject to very strict policies regarding the acceptance of gifts or favors, regardless of their value. We should always respect these policies and act accordingly. Therefore, before offering a gift or favor to a public official, regardless its value, we must always discuss this with an Ethics Liaison. In particular, we should never offer anything of value to a government official for the purpose of obtaining or keeping business, or securing any advantage. Doing so may put us at risk of violating applicable corruption legislation.

4.2 CONFLICTS OF INTERESTS
We shall avoid any activities that are in conflict with or opposed to the interests of NEXPERIA, or that give the appearance of being in conflict with or opposition to NEXPERIA’s interests. A conflict of interest exists when one of us uses his or her position or function within NEXPERIA for personal considerations or relationships that conflict with NEXPERIA’s interests.

Should we be unsure about a personal conflict, the best way to deal with this issue is to be transparent and inform appropriate management or an Ethics Liaison Representative as soon as possible.

4.2.1 PERSONAL RELATIONSHIPS
Conflicting loyalties may arise when our personal interests are inconsistent, or appear to be inconsistent, with those of NEXPERIA. Therefore, we shall not conduct any NEXPERIA business with family members or others with whom we have a significant personal relationship. Also, we shall not use our position within NEXPERIA to approve payment, promotion, compensation, or other favored treatment for family members or others with whom we have a personal relationship. When we are confronted with a potential conflict, or the appearance of a potential conflict, we must disclose the circumstances to our manager and not participate in any decision or evaluation relating to the individual or company with whom we have a personal relationship.

4.2.2 OUTSIDE EMPLOYMENT OR BUSINESS ACTIVITIES
We must notify our manager and receive prior approval before taking any other employment outside of NEXPERIA, including positions at a customer, distributor, supplier, or other NEXPERIA business partner. Any outside activity must be separated from our employment at NEXPERIA and should not interfere with our performance at NEXPERIA. In case of outside employment, we shall not use time while at work, any NEXPERIA assets, or our position at NEXPERIA to perform another job or benefit another employer.

4.2.3 INVESTMENTS
We shall not allow our personal financial investments to influence, or appear to influence, our judgment on behalf of NEXPERIA. Personal investment in publicly traded shares or privately held business may result in a conflict of interest (or the appearance of one) if we have a direct investment in a NEXPERIA business partner such as an NEXPERIA supplier, customer, distributor or competitor. If we have any doubts about how an investment might be perceived, we must disclose it to our manager or the Ethics Liaison.

4.2.4 PERSONAL BUSINESS OPPORTUNITIES
We all have the obligation to advance NEXPERIA’s legitimate business interests. Therefore, we shall not pursue any business opportunities for personal gain that we discover through the use of assets or information that belongs to NEXPERIA, especially if this competes with NEXPERIA, either directly or indirectly.

4.3 INSIDER TRADING
We may, due to the nature of our work at NEXPERIA, become aware of information about NEXPERIA or other companies that has not been made public. Such information may be share-price sensitive if it concerns information about any listed company, including NEXPERIA. The use of material, non-public information about NEXPERIA or another company is unethical and may also be unlawful.

We shall never trade the shares or other securities of NEXPERIA or another company while possessing material, non-public information, the publication of which should reasonably be expected to affect the trading price of the shares or other securities of NEXPERIA or another company. This is considered insider trading and is illegal. Neither should we disclose such confidential information to our colleagues or third parties other than in the normal course of employment, profession, or duties, and only under the strict condition that the recipient of such information has an obligation of confidentiality. Violating these principles may result in criminal prosecution.

COMPANY ASSETS

5.1 CARE AND PROPER USE
We have to protect any NEXPERIA assets entrusted to us and keep them safe from loss, damage, misuse, or theft. We may only use NEXPERIA’s physical assets, such as funds, products, or computers, for conducting NEXPERIA’s business. Any other uses have to be authorized by appropriate management. NEXPERIA assets shall never be used for purposes that violate the law or company policies. At the end of our employment at NEXPERIA, we shall immediately return all NEXPERIA property entrusted to us. We also have to protect third-party assets entrusted to us in the course of our duties. We must respect the rights of others and we expect our employees to be responsible citizens.

5.2 INTELLECTUAL PROPERTY
We respect intellectual property rights. We have to protect all kinds of NEXPERIA intellectual property, acquired or developed, such as patents, trademarks, copyrighted works, and confidential technical or business information (trade secrets).

We shall only disclose confidential information to other NEXPERIA employees or external parties on a need-to-know basis. We may only disclose confidential information to third parties after management approval and the conclusion of a non-disclosure agreement.

We all have a responsibility to protect such assets and shall therefore take measures to avoid unauthorized disclosure of such information. Even after employment with NEXPERIA has ended, we have to continue to protect confidential information and not use or disclose it without authorization.

5.3 RETENTION OF RECORDS
Accurate records are crucial and form the basis for meeting NEXPERIA’s legal, financial, and managerial obligations. To make sure that our financial statements properly reflect our assets and transactions, we are responsible for recording all financial transactions, such as payments, in the appropriate ledgers, all in accordance with NEXPERIA's accounting principles and all applicable local laws.

We shall never make a false or artificial entry in our records, nor shall we keep secret accounts or accounts outside NEXPERIA. Anyone found having engaged in such activities will be subject to disciplinary action, as well as civil and criminal liability

5.4 PROTECTING CONFIDENTIAL INFORMATION
We must safeguard any confidential information we are entrusted with and shall therefore treat it appropriately at all times. Confidential information is any information that is not generally known to the public or the industry.

Even within NEXPERIA, we shall only share confidential information on a need-to-know basis.

Unauthorized disclosure of confidential information may harm NEXPERIA and may subject the individuals involved to criminal and civil liability. We must also preserve confidential information even after our employment at NEXPERIA ends.

EMPLOYMENT AT

NEXPERIA is responsible for providing a work environment in which ethics, integrity, and trustworthiness are accepted and shared, not just among ourselves but with all our stakeholders, including the communities in which we operate and work. We support the aim of the international labor organization (ilo) to arrive at universally accepted labor standards and have therefore adopted internal procedures and guidelines with respect to the topics discussed below.

Purchasing and Operations management are responsible for ensuring that our standards are known to key suppliers, contractors, and distributors.

Employees shall be able to communicate openly with management regarding working conditions without having to fear reprisal, intimidation, or harassment.

6.1 DISCRIMINATION AND HARASSMENT
We will not tolerate any kind of harassment or discrimination based on, among other things, race, national origin, color, gender, religion, age, pregnancy, sexual orientation, physical or mental disability or political affiliation. NEXPERIA is committed to providing an attractive working environment for employees and we will recruit, hire and promote employees solely on the basis of suitability for the job and objective and non- discriminatory criteria.

6.2 CHILD LABOR
Child labor refers to a type and intensity of work that hampers a child’s access to education, may damage the child’s physical and or psychological health, and may impair their development within their families.

It deprives children of their childhood and self- respect. NEXPERIA will under no circumstance use child labor.

We will always adhere to the legal minimum age requirements in all countries in which we operate and we will never employ children under the age of 16. If children between the ages of 16 and 18 are employed, we will ensure that this work does not affect or preclude their educational opportunities or obligations, nor jeopardize their health and safety

6.3 FORCED LABOR
Forced, bonded or indentured labor, involuntary prison labor, slavery or trafficking of persons shall not be used. We will only employ, directly or through others, such as labor agents, people who are working of their own free will. Payment of recruitment fees and related expenses is never required and no one shall be deprived of his or her identity papers upon starting work for NEXPERIA. Unless otherwise required by local law, individuals are free to terminate employment with NEXPERIA in accordance with any applicable notice requirements.

6.4 RIGHT OF ORGANIZATION
NEXPERIA recognizes the freedom of employees to establish or join an organization of their choice and will respect this right. We will not make employment subject to the condition that a person must not join a union or must terminate membership in a trade union.

NEXPERIA respects the right to be represented by trade unions and other employee organizations. NEXPERIA will, whenever applicable, engage in the negotiation process either on its own behalf or through employers’ associations. Local rights and co-determination will be fully respected with a view to reaching agreement on the terms and conditions presented by employees.

6.5 REMUNERATION
Our remuneration shall be consistent with the provisions of all applicable wage laws, including those relating to minimum wage, overtime hours, and legally mandated benefits. We shall be informed about the composition of our pay and benefits, in a detailed and clear manner, prior to employment.

6.6 WORKING HOURS
Our work weeks shall not exceed the maximum set by local law and shall, in any event, not be more than 60 hours, including overtime, except during emergencies or exceptional circumstances to meet short-term business demand. We will be entitled to have at least one day off per seven-day period. Overtime work is voluntary, unless agreed upon by a collective labor agreement or union contract or, during emergencies or exceptional circumstances, to meet short-term business demand.

6.7 HEALTH AND SAFETY
NEXPERIA is committed to providing safe and healthy working conditions in order to keep us from harm and promoting our health. Health and safety programs, rules, and regulations apply at all sites, and we are all responsible for maintaining a safe workplace by following these health and safety programs, rules and regulations.

NEXPERIA will provide ready access to clean toilet facilities, potable water, and sanitary food preparation and storage facilities. Worker dormitories provided by NEXPERIA or a related third party are to be clean and safe and shall be provided with emergency exits, adequate heating and ventilation, and reasonable personal space.

We have a duty to immediately report accidents and injuries, as well as any unsafe equipment, practices or conditions to a supervisor or other appropriate resource.

6.8 SOCIAL MEDIA
When acting on behalf of NEXPERIA, we disclose our affiliation with NEXPERIA. We use social media in a responsible and respectful manner and we do not use offensive or demeaning language. We never disrespect competitors, customers or other stakeholders and do not bring NEXPERIA into disrepute. We do not disclose, comment on or discuss confidential information, including financial information, business plans, intellectual property rights or other employees.

EXTERNAL ACTIVITY

7.1 LOBBYING AND POLITICAL ACTIVITY
As part of our business, we engage with governments, governmental organizations, industry associations, and other interest groups. In doing so, we must comply with the laws governing political activity.

We shall never make payments to political candidates or support political activities on behalf of NEXPERIA. As a general rule, we do not pay advisory fees, make payments, or donate money or in kind to political parties, organizations, or politicians.

In case of an envisaged diversion from this principle, appropriate management is to explicitly approve this action, in which case all requirements regarding public disclosure shall be complied with in full.

7.2 ENVIRONMENT
As a company, we protect the environment by preventing or minimizing the environmental impact of our activities and products by following appropriate design, manufacturing, distribution, and disposal practices. Several environmental laws, standards, requirements, and policies apply to our worldwide business operations. We have a responsibility to understand and follow these requirements.

WAIVERS

NEXPERIA intends for this Code to comply with all applicable laws and regulations. Where necessary, implementation and application of provisions of this Code may be modified to ensure compliance with specific local requirements. While NEXPERIA does not anticipate the need for any exceptions to this Code, situations could arise in which a waiver of a provision of this Code is appropriate or necessary. Any waiver for executive officers and directors of NEXPERIA must be approved by the NEXPERIA Board of Directors. It will then be disclosed publicly, in compliance with applicable listing requirements. All other waivers must be approved by our Chief Executive Officer and Chief Legal Office