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It is the policy of National Semiconductor Corporation ("National" or the "Company") to conduct its affairs in accordance with all applicable laws and regulations of the countries in which it does business. This Code of Business Conduct and Ethics applies to the Company's employees and to its non-employee directors. Some provisions apply particularly to a class of employees labeled as "Designated Executives." These include the Company's principal executive officer, principal financial officer, principal accounting officer or controller, and persons performing similar functions. The Code is designed 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 the reports and documents the Company files with, or submits to, the Securities and Exchange Commission and in other public communications made by the Company
- Compliance with applicable governmental laws, rules and regulations
- The prompt reporting to the appropriate person of violations of laws, rules, regulations and this Code and other Company policies
- Accountability for adherence to this Code
National has established standards for behavior that affect the Company, and both employees and non-employee directors should comply with these standards. The Company promotes ethical behavior and encourages employees to talk to supervisors, managers, the Office of Business Conduct and Ethics, or other appropriate personnel when in doubt about the best course of action in a particular situation. Non-employee directors are encouraged to talk to the Chairman of the Board and/or to the Chairman of the Governance Committee in such situations. If you become aware of a situation that may involve a violation of this Code or any applicable law, policy or procedure, you have a duty to your colleagues and the Company to promptly report it by following the guidelines under "Compliance and Reporting". Doing so helps the Company to address issues and prevent future misconduct. No one will be subject to retaliation for reporting such violations in good faith.
This Code covers a wide range of business practices and procedures. It does not cover every issue that may arise, but it sets out basic principles to guide you. Specific Company policies and procedures provide details pertinent to many of the provisions of the Code. You are expected to be aware of, and to act in accordance with, both the Code and the Company's other policies and procedures at all times. National's Business Conduct and Ethics website provides further information, resources and guidance on many of the topics covered by this Code. While common sense and sound judgment, are reliable guides in many circumstances, you should not hesitate to use all available resources whenever it is necessary to seek clarification. |
