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Use of Company funds or other Company property for illegal, unethical or otherwise improper purposes is prohibited. The purpose of business entertainment and gifts in a commercial setting is to create goodwill and a sound working relationship, not to gain personal advantage with customers or suppliers.
Gifts
Except as set forth below, without approval by the Office of Business Conduct and Ethics, employees and non-employee directors should refrain from giving and receiving business-related gifts.
- You may not solicit or accept a gift (including any payment, compensation, loan or other financial favor) to or from a person or organization with the intention of influencing the recipient's business judgment or conduct relating to National. Giving or accepting unsolicited gifts having a nominal value where there is a business benefit or purpose for the gift and any benefits received which do not influence, or appear to influence, selection and purchasing decisions is permitted. In some countries, gifts having a greater value are customary and may be given or accepted with the approval of the Office of Business Conduct and Ethics
- It is never appropriate or permissible to accept or give cash or a cash equivalent from or to a vendor, supplier or customer outside the Company's normal business. Cash equivalents include, among other things, checks, money orders and vouchers
- Rules relating to U.S. and foreign government personnel are more stringent. See "Doing Business Internationally" and "Government Contracting"
- No employee may accept a customer, vendor or supplier discount unless it is generally available to the public or is otherwise approved
Loans
Employees may not accept loans from any person or entities having or seeking business with the Company. Designated Executives, other executive officers and Non-Employee Directors may not receive loans from the Company, nor may the Company arrange for any loan.
Meals, Entertainment, and Travel
Employees may provide or accept meals and entertainment, including attendance at sporting or cultural events, as long as it is associated with an occasion at which business is discussed and is provided as a normal part of business. The value of the activity must be reasonable and permissible under National's expense account procedures. Employees must insure that such activities are necessary, that they are properly documented, and that their value and frequency are not excessive under all the applicable circumstances. In addition to expense account reimbursed entertainment, you may socially entertain friends or relatives doing business with the Company and these occasions need not be documented provided that expenses for this entertainment are not reimbursable by the Company.
Rules relating to U.S. and foreign government officials are more stringent. See "Doing Business Internationally" and "Government Contracting".
Investment Activities
Unless pre-approval is obtained, employees may not:
- Participate in so-called "directed shares," "friends and family," and similar stock purchase programs of customers, vendors or suppliers of National
- Invest in non-public companies that are, or are likely to be, customers, vendors or suppliers of National
- Invest in non-public companies in which National has made or is expected to make an investment
Investments that you do not personally control, such as investments by funds or discretionary accounts that do not consult you before making an investment decision, are exempt from this requirement. Non-Employee Directors who become aware that any of their personal investments fall into the above categories should disclose such to the Audit Committee.
Anti-Corruption Compliance
We abide by the anti corruption treaties and laws of the jurisdictions in which we do business, including the U.S. Foreign Corrupt Practices Act ("FCPA"). Broadly speaking, anti-corruption laws prohibit companies or their affiliates from bribing a foreign government official in order to obtain or retain business.
National Semiconductor policy prohibits employees from using improper, unethical or questionable business practices or participating in or facilitating corrupt activities of any kind while conducting business on its behalf. The use of Company funds, facilities or property for any illegal or unethical purpose is strictly prohibited.
We must never offer, attempt to offer, authorize or promise any sort of bribe or kickback to a government official for the purpose of obtaining or retaining business or an unfair advantage. We must never solicit or accept a bribe or kickback.
These same rules apply to our agents. Our agents, consultants, or other third parties acting on our behalf, are prohibited from doing indirectly what we are prohibited from doing directly. We cannot make any payment to a third party if any part of the payment will be given to a prohibited person. Although they may be legal in limited specific purposes, National prohibits making small payments to government officials to obtain ministerial governmental services, sometimes called "facilitating payments." In addition, no one acting on National's behalf may make such a payment.
When doing business with governments (including state owned enterprises), consult with National's Legal Department to be certain you are aware of any special rules that apply and obtain approval from National's Legal Department before providing anything of value to a government official.
In addition, National may not engage in commercial bribery, which occurs when one company provides a bribe or kickback to another company to obtain or retain business. This means we may not offer anything that exceeds nominal or token value to a supplier, client or business partner, or to anyone working on its behalf. These requirements apply both to National employees and agents such as third party representatives and service providers, no matter where they are doing business.
Anti-corruption laws are complex and the consequences for violating these laws are severe. Engaging in bribery, or even appearing to engage in such activity, can expose at-fault individuals and National to criminal liability. Because of the complexity of these laws, you are required to contact National's Legal Department if ever in doubt about how to act. Report demands for bribes or kickbacks immediately to National's Legal Department or the Office of Business Conduct and Ethics.
We monitor compliance by requiring certain employees to certify once a year that they have no knowledge of any improper payments made or received. Any questions concerning this process should be directed to National's Legal Department or the Office of Business Conduct and Ethics.
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