Nexperia Supplier Code of Conduct

Introduction
Nexperia B.V. (“Nexperia”) is a company with a strong commitment to social responsibility. We believe as a sustainable company, we need our suppliers to join us in this commitment, based on a shared set of values and principles.
Nexperia pursues mutually beneficial relationships with its suppliers and contractors (“Suppliers”) and seeks to award business to those Suppliers that are committed to acting fairly and with integrity towards their stakeholders, to observing the applicable rules of law, and to supporting and respecting internationally proclaimed human rights. Nexperia is committed to ensuring that working conditions in Nexperia’s supply chain are safe, that workers are treated with respect and dignity, and that manufacturing processes are environmentally responsible.

Nexperia’s Suppliers will commit, in all their activities, to operate in full compliance with the laws, rules, and regulations of the countries in which they operate. Beyond this, Nexperia's Suppliers will comply with the Nexperia Supplier Code of Conduct ("Code") using the management systems described in this document.

The Nexperia Supplier Code of Conduct is based upon the Nexperia Code of Conduct. In some places, the Nexperia Supplier Code of Conduct is more detailed than the Nexperia Code of Conduct, since other Nexperia standards have been added to provide clarity and to incorporate the possibility to assess Supplier’s compliance with the Code.

The Nexperia Supplier Code of Conduct draws on internationally recognized standards toadvance social and environmental responsibility. Nexperia may visit (and/or have external monitors visit) Supplier facilities to assess compliance with this Code. Violation of this Code may result in an immediate termination of the relationship with Nexperia Supplier. Additionally, any such violation may result in legal action.

The Code uses the structure and contains language from the Electronic Industry Citizenship Coalition® (EICC®) Code of Conduct, version 5.1. 
Recognized standards, such as the Universal Declaration of Human Rights (UDHR), standards issued by organizations such as the International Labor Organization (ILO), Social Accountability International (SAI), and the Ethical Trading Initiative (ETI), have been used as references in preparing this Code and may be useful sources of additional information. Nexperia extends the Code by maintaining a series of detailed Standards that clarify our expectations for compliance.

The Nexperia Supplier Code of Conduct is not intended to create new and additional third party rights, including for employees.

Standards for Labor and Human Rights
Suppliers are committed to upholding the human rights of workers and to treating them with dignity and respect as understood by the international community. This applies to all workers, including temporary, migrant, student, contract, direct employees, and any other type of worker.

The labor and human rights standards are:
Freely Chosen Employment and Prevention of Involuntary Labor and Human Trafficking
Forced, bonded (including debt bondage) or indentured labor, involuntary prison labor, slavery or trafficking of persons shall not be used. This includes transporting, harboring, recruiting, transferring or receiving persons by means of threat, force, coercion, abduction or fraud for labor or services. There shall be no unreasonable restrictions on workers’ freedom of movement in the facility in addition to unreasonable restrictions on entering or exiting company-provided facilities. As part of the hiring process, workers must be provided with a written employment agreement in a language understood by the worker that contains a description of terms and conditions of employment prior to the worker departing from his or her country of origin. All work must be voluntary and workers shall be free to leave work at any time or terminate their employment. Suppliers and agents may not hold or otherwise destroy, conceal, confiscate or deny access by employees to employees’ identity or immigration documents, such as government-issued identification, passports or work permits, unless such holdings are required by law. Supplier shall be responsible for payment of all fees and expenses. Such fees and expenses include, but are not limited to expenses associated with recruitment, processing, or placement of both direct and contract workers. If any such fees are found to have been paid by workers, such fees shall be repaid to the worker.
 

Child Labor Avoidance and Young Workers
Child labor is not allowed in any stage of manufacturing. The term “child” refers to any person under the age of 15, or under the age for completing compulsory education, or under the minimum age for employment in the country, whichever is greatest. The use of legitimate workplace learning programs, which comply with all laws and regulations, is supported. Workers under the age of 18 (Young Workers) shall not perform work that is likely to jeopardize their health or safety, including night shifts and overtime. Auditee shall ensure proper management of student workers through proper maintenance of student records, rigorous due diligence of educational partners, and protection of students’ rights in accordance with applicable law and regulations. Auditee shall provide appropriate support and training to all student workers. In the absence of local law, the wage rate for student workers, interns and apprentices shall be at least the same wage rate as other entry-level workers performing equal or similar tasks.
 

Working Hours
Studies of business practices clearly link worker strain to reduced productivity, increased turnover, and increased injury and illness. Workweeks are not to exceed the maximum set   by local law. Further, a work week shall not be more than 60hours per week, including overtime, except in emergency or unusual situations. Workers shall be allowed at least one day off every seven days. All overtime shall be voluntary.
 

Wages and Benefits
Compensation paid to workers shall comply with all applicable wage laws, including those relating to minimum wages, overtime hours, and legally mandated benefits. Incompliance with local laws, workers shall be compensated for overtime at pay rates greater than regular hourly rates. Deductions from wages as a disciplinary measure shall not be permitted. Suppliers shall offer vacation time, leave periods, and holidays consistent with applicable laws and regulations. Suppliers shall pay workers in a timely manner. For each pay period, workers shall be provided with a timely and understandable wage statement that includes sufficient information to verify accurate compensation for work performed. All use of temporary, dispatch and outsourced labor will be within the limits of the local law.
 

Humane Treatment
There is to be no harsh or inhumane treatment including any sexual harassment, sexual abuse, corporal punishment, mental or physical coercion, or verbal abuse of workers; nor is there to be the threat of any such treatment. Disciplinary policies and procedures in support of these requirements shall be clearly defined and communicated to workers. 
 

Non-Discrimination
Suppliers shall be committed to a workforce free of harassment and unlawful discrimination. Companies shall not engage in discrimination based on race, age, gender, sexual orientation, gender identity and expression, ethnicity or national origin, disability, pregnancy, religion, political affiliation, union membership, covered veteran status, protected genetic information or marital status in hiring and employment practices such as wages, promotions, rewards, and access to training. Workers shall be provided with reasonable accommodation for religious practices. In addition, workers or potential workers should not be subjected to medical tests or physical exams that could be used in a discriminatory way.

Freedom of Association and Collective Bargaining
In conformance with local law, supplier shall respect the right of all workers to form and join trade unions of their own choosing, to bargain collectively and to engage in peaceful assembly as well as respect the right of workers to refrain from such activities. Workers and/or their representatives shall be able to openly communicate and share ideas and concerns with management regarding working conditions and management practices without fear of reprisal, intimidation, or harassment.

Supplier shall respect – within the framework of laws, regulations, and prevailing labor relations and employment practices – the right of its employees to be represented by labor unions and other employee organizations. Supplier will engage in negotiations, either on its own behalf or through employers' associations, with a view to reaching agreement on employment conditions.

Diversity
Nexperia is committed to diversity in its workforce because we are a global organization, born of a global community, diverse in professional discipline, nationality, gender, race, culture, ethnicity, language, age, religion, and sexual orientation. We seek those differences and seize the opportunities that our great diversity offers in achieving our goals. Suppliers (agents or search companies) engaged by Nexperia in recruiting employees for Nexperia shall therefore make every effort to present a diverse list of candidates for each position, without regard to race, gender, age, or other factors unrelated to their ability to perform in the position. These Suppliers will document their efforts and provide evidence to Nexperia upon Nexperia’s request.
 

Standards for Health & Safety
Suppliers recognize that in addition to minimizing the incidence of work-related injury and illness, a safe and healthy work environment enhances the quality of products and services, consistency of production and worker retention and morale. Suppliers also recognize that ongoing worker input and education is essential to identifying and solving health and safety issues in the workplace.

The health and safety standards are:
Occupational Safety
Worker exposure to potential safety hazards (e.g., electrical and other energy sources, fire, vehicles, and fall hazards) are to be controlled through proper design, engineering and administrative controls, preventative maintenance, and safe work procedures (including lockout/tagout), and ongoing safety training. Where hazards cannot be adequately controlled by these means, workers are to be provided with appropriate, well-maintained, personal protective equipment and educational materials about risks to them associated with these hazards. Workers shall not be disciplined for raising safety concerns, and shall have the right to refuse unsafe working conditions without fear of reprisal until management adequately addresses their concerns.
 

Emergency Preparedness
Potential emergency situations and events are to be identified and assessed, and their impact minimized by implementing emergency plans and response procedures including: emergency reporting, employee notification and evacuation procedures, worker training and drills, appropriate fire detection and suppression equipment, adequate exit facilities and recovery plans. Such plans and procedures shall focus on minimizing harm to life, the environment and property.
 

Occupational Injury and Illness
Procedures and systems are to be in place to prevent, manage, track and report occupational injury and illness including provisions to encourage workers to report, classify and record injury and illness cases; provide necessary medical treatment; investigate cases   and implement corrective actions to eliminate their causes and facilitate return of workers to work.
 

Industrial Hygiene
Suppliers shall identify, evaluate, and control worker exposure to hazardous chemical, biological and physical agents. Suppliers must eliminate chemical hazards where possible. Where chemical hazards cannot be eliminated, Suppliers shall provide appropriate engineering controls such as closed systems and ventilation. Where appropriate engineering controls are not possible, Suppliers shall establish appropriate administrative controls such as safe work procedures. In all cases, Suppliers shall provide workers with appropriate, well-maintained, personal protective equipment.
 

Physically Demanding Work
Worker exposure to the hazards of physically demanding tasks, including manual material handling and heavy or repetitive lifting, prolonged standing and highly repetitive or forceful assembly tasks is to be identified, evaluated and controlled.
 

Machine Safeguarding
Production and other machinery shall be evaluated for safety hazards. Physical guards, interlocks, and barriers are to be provided and properly maintained where machinery presents an injury hazard to workers.
 

Sanitation, Food and Housing
Workers are to be provided with ready access to clean toilet facilities, potable water and sanitary food preparation, storage, and eating facilities. Worker dormitories provided by the Supplier or a labor agent, are to be maintained to be clean and safe, and provided with appropriate emergency egress, hot water for bathing and showering, adequate heat and ventilation, and reasonable personal space along with reasonable entry and exit privileges.
 

Health and Safety Communication
In order to foster a safe work environment, Suppliers shall provide workers with appropriate workplace health and safety information and training, including clearly written health & safety information and warnings, in the primary language of the workers. Suppliers shall post, in the primary language of its workers, Material Safety Data Sheets for any hazardous or toxic substances used in the workplace, and shall properly train workers who will come into contact with such substances in the workplace.
 

Worker Health & Safety Committees
Suppliers are encouraged to initiate and support worker health & safety committees to enhance ongoing health & safety education and to encourage worker input regarding health & safety issues in the workplace. 

Standards for Environment
Suppliers recognize that environmental responsibility is integral to producing world-class products. In manufacturing operations, adverse effects on the community, the environment and natural resources are to be minimized while safeguarding the health and safety of the public. 

The environmental standards are:
Environmental Permits and Reporting
All required environmental permits (e.g. discharge monitoring), approvals and registrations are to be obtained, maintained and kept current and their operational and reporting requirements are to be followed.
 

Pollution Prevention and Resource Reduction
The use of resources and generation of waste of all types, including water and energy, are to be reduced or eliminated at the source or by practices such as modifying production, maintenance and facility processes, materials substitution, conservation, recycling and reusing materials.
 

Hazardous Substances
Chemicals and other materials posing a hazard if released to the environment are to be identified and managed to ensure their safe handling, movement, storage, use, recycling or reuse, and disposal.
 

Wastewater and Solid Waste
Suppliers shall implement a systematic approach to identify, manage, reduce, and responsibly dispose of or recycle solid waste (non-hazardous). Wastewater generated from operations, industrial processes and sanitation facilities are to be characterized, monitored, controlled and treated as required prior to discharge or disposal. In addition, measures should be implemented to reduce generation of wastewater. Suppliers shall conduct routine monitoring of the performance of its wastewater treatment systems.

Air Emissions
Air emissions of volatile organic chemicals, aerosols, corrosives, particulates, ozonedepleting chemicals and combustion by-products generated from operations are to be characterized, routinely monitored, controlled and treated as required prior to discharge. Supplier shall conduct routine monitoring of the performance of its air emission control systems.
Materials Restrictions
Suppliers shall comply with any applicable law or regulation prohibiting or restricting the use or handling of specific substances in products and manufacturing, including labeling for recycling and disposal. To ensure safe handling, movement, storage, recycling, reuse and disposal, Suppliers shall identify and manage substances that pose a hazard if released to the environment and shall comply with applicable labeling laws and regulations for recycling.

Additionally, Suppliers engaged in the manufacturing of materials that will be part of Nexperia’s end products and Suppliers engaged in the manufacturing of Nexperia brandedproducts shall comply with the most recent version of Nexperia’s List of Hazardous Substances in Products and Packaging (XPR-0007). Upon Nexperia's request, the Supplier shall provide Nexperia with full material content information using the Nexperia Material Declaration Form (XTE-0008) and/or Material Safety Data Sheets. 

Nexperia requires Suppliers of product related materials to provide evidence of compliance with the European Union’s Directive on the restriction of the use of certain hazardous substances in electrical and electronic equipment (RoHS) at least once a year. Evidence is required in the form of test reports. These tests shall be executed according to the IEC 62321 standard and performed by a third-party laboratory certified to ISO/IEC 17025. For selected material groups, additional evidence may be required, such as halogen content to show compliance with the Nexperia “Dark Green” requirements or the EU packaging and packaging waste directive.
 

Storm Water Management
Suppliers shall implement a systematic approach to prevent contamination of storm water runoff. Suppliers shall prevent illegal discharges and spills from entering storm drains.
 

Energy Consumption and Greenhouse Gas Emissions
Energy consumption and greenhouse gas emissions are to be tracked and documented, at the facility and/or corporate level. Suppliers are to look for cost-effective methods to improve energy efficiency and to minimize their energy consumption and greenhouse gas emissions.
 

Certification
Suppliers engaged in the manufacture of materials that will be part of Nexperia’s end products and Suppliers engaged in the manufacture of Nexperia-branded products shall have ISO 14001 certification (or comparable), or a plan to become certified. Alternatively, Supplier must provide documented objective evidence of an operational environmental management system and demonstrate equivalency.

Standards for Business Ethics
Suppliers must be committed to the highest standards of ethical conduct when dealing with workers, suppliers, and customers. 

The business ethics standards are as follows:
Business Integrity
The highest standards of integrity are to be upheld in all business interactions. Suppliers shall have a zero-tolerance policy to prohibit any and all forms of bribery, corruption, extortion and embezzlement (including promising, offering, giving or accepting any bribes). All business dealings shall be transparently performed and accurately reflected in Supplier’s business books and records. Monitoring and enforcement procedures shall be implemented to ensure compliance with anti-corruption laws.


No Improper Advantage
Bribes or other means of obtaining undue or improper advantage are not to be promised, offered, authorized, given or accepted. This prohibition covers promising, offering, authorizing, giving or accepting anything of value, either directly or indirectly through a third party, in order to obtain or retain business, direct business to any person, or otherwise gain an improper advantage.
 

Disclosure of Information
Information regarding labor, health and safety, environmental practices, business activities, structure, financial situation and performance is to be disclosed in accordance with applicable regulations and prevailing industry practices. Falsification of records or misrepresentation of conditions or practices in the supply chain are unacceptable.
 

Intellectual Property
Intellectual property rights are to be respected; transfer of technology and knowhow is to be done in a manner that protects intellectual property rights; and, Nexperia information is to be safeguarded.
 

Fair Business, Advertising and Competition
Standards of fair business, advertising, and competition are to be upheld. Appropriate means to safeguard customer information must be available.
 

Protection of Identity and Non-Retaliation
Programs that ensure the confidentiality, anonymity and protection of supplier and employee whistle-blowers are to be maintained, unless prohibited by law. Suppliers shall have a communicated process for their personnel to be able to raise any concerns without fear of retaliation.
 

Responsible Sourcing of Minerals, Conflict Minerals
Suppliers shall have a policy to reasonably assure that the tantalum, tin, tungsten and gold (3TG minerals) in the products they manufacture does not directly or indirectly finance or benefit armed groups that are perpetrators of serious human rights abuses in the Democratic Republic of the Congo or an adjoining country. Suppliers shall exercise duediligence on the source and chain of custody of these minerals and make their due diligence measures available to Nexperia upon Nexperia’s request.
 

Privacy
Suppliers are committed to protecting the reasonable privacy expectations for personal information of everyone they do business with, including suppliers, customers, consumers, and employees. Suppliers are to comply with privacy and information security laws and regulatory requirements when personal information is collected, stored, processed, transmitted and shared.
 

Whistleblower Protection and Anonymous Complaints
Suppliers shall create programs to ensure the protection of Supplier and worker whistleblower confidentiality and shall prohibit retaliation against workers who participate in such programs in good faith or refuse an order that is in violation of the Nexperia Supplier Code of Conduct. Suppliers shall provide an anonymous complaint mechanism for workers to report workplace grievances in accordance with local laws and regulations. Supplier shall have a formal communication program to ensure that every employee is fully informed of and understands the policy of non-retaliation.
 

Standards for Management System
Suppliers shall adopt or establish a management system whose scope is related to the content of this Code. The management system shall be designed to ensure: (a) compliance with applicable laws, regulations, and customer requirements related to the Supplier’s operations and products; (b) conformance this Code; and (c) identification and mitigation of operational risks related to this Code. It shall also facilitate continual improvement. 

The management system shall contain the following elements:
Company Commitment
Suppliers shall have corporate social and environmental responsibility policy statements affirming Supplier’s commitment to compliance and continual improvement, endorsed by executive management and posted in the facility in a language[s] understood by all employees.
 

Management Accountability and Responsibility
Supplier shall clearly identify senior executive and company representative[s] responsible for ensuring implementation of the management systems and associated programs. Senior management reviews the status of the management system on a regular basis. 
 

Legal and Nexperia Requirements
Suppliers shall have a process to identify, monitor and understand applicable laws, regulations and customer requirements, including the requirements of this Code. 
 

Risk Assessment and Risk Management
Suppliers shall have a process to identify the legal compliance, environmental, health & safety, and labor practice and ethics risks associated with Supplier’s operations. Determination of the relative significance for each risk and implementation of appropriate procedural and physical controls to control the identified risks and ensure regulatory compliance.
Improvement Objectives
Suppliers shall have written performance objectives, targets, and implementation plans to improve the Supplier’s social and environmental performance, including a periodic assessment of Supplier’s performance in achieving those objectives. 
 

Training
Suppliers shall have programs for training managers and workers to implement Supplier’s policies, procedures, and improvement objectives, and to meet applicable legal and regulatory requirements.
 

Communication
Suppliers shall have a process for communicating clear and accurate information about Supplier’s policies, practices, expectations, and performance to workers, suppliers and customers.
 

Worker Feedback and Participation
Supplier shall have ongoing processes to assess employees’ understanding of and to obtain feedback on practices and conditions covered by this Code and to foster continuous improvement.
Audits and Assessments
Suppliers shall perform periodic self-evaluations to ensure conformity to legal and regulatory requirements, the content of the Code and customer contractual requirements related to social and environmental responsibility.
 

Corrective Action Process
Suppliers shall have a process for timely correction of deficiencies identified by internal or external assessments, inspections, investigations and reviews.
 

Documentation and Records
Suppliers shall have and maintain documents and records to ensure regulatory compliance with and conformity to its requirements along with appropriate confidentiality to protect privacy.

Supplier Responsibility
Suppliers shall have a process to communicate Nexperia Supplier Code of Conduct (or comparable) requirements to their own, next-tier suppliers and to monitor supplier compliance to the requirements.