Download Code of Ethics and Corporate Conduct 299.9 KB
- HOW TO AVOID CONFLICTS OF INTEREST
- PROTECTION AND USE OF COMPANY ASSETS AND RESOURCES
- COMPANY RECORDS
- ACCURACY OF FINANCIAL REPORTS AND OTHER PUBLIC COMMUNICATIONS
- COMPETITION AND FAIR DEALING
- COMPLIANCE WITH ANTITRUST LAWS
- ENVIRONMENT, HEALTH AND SAFETY
- EMPLOYMENT PRACTICES
- COMPLIANCE WITH OTHER LAWS AND REGULATIONS
- ENFORCEMENT OF THIS CODE
- CONFLICTS OF INTEREST POLICY
- Exhibit B
- Broadcom Corporation Policies: Table of Links
- Is it honest and fair?
- Is it in the best interests of Broadcom?
- Is it legal?
- Does this make me feel good about myself and Broadcom?
- Would I feel comfortable if an account of these actions were published with my name on the front page of my local newspaper?
- e-mail: firstname.lastname@example.org
- phone: +1.855.234.9775
- intra-office delivery: Corporate Compliance Officer, Building 2, Broadcom Headquarters, Irvine
- U.S. mail or other delivery: P.O. Box 54806, Irvine, CA 92619-4806
- Online Anonymous Reporting System, Provided by EthicsPoint (https://secure.ethicspoint.com/domain/media/en/gui/27851/index.html)
- Outside Employment;
- Service on Boards and Committees;
- Receipt of Improper Personal Benefits;
- Investments in Public and Private Companies; and
- Inventions, Public Speaking, Books and Publications.
- Meals and Entertainment. You may occasionally accept or give meals, refreshments or other entertainment if the items are of reasonable value and the purpose of the meeting or attendance at the event is business related. Entertainment of reasonable value may include food and tickets for sporting and cultural events if they are generally offered to other customers, suppliers or vendors. For further information and guidelines regarding the giving of business courtesies, see Section IV of Broadcom's "Travel and Business Expense Reporting Policy." (To access this and other Broadcom policies, please go to: http://legalbu.broadcom.com/Policies/Pages/OnlinePolicyManual.aspx)
- Advertising and Promotional Materials. You may accept or give advertising or promotional materials of nominal value.
- Gifts Rewarding Service or Accomplishment. You may accept a gift from a civic, charitable or religious organization specifically related to your service or accomplishment.
- Exercise reasonable care to prevent theft, damage or misuse of Broadcom property.
- Promptly report the actual or suspected theft, damage or misuse of Broadcom property to a supervisor.
- Use Broadcom's telephone system, other electronic communication services, written materials and other property primarily for business-related purposes and in a manner that does not reflect negatively on Broadcom or its customers (see "Information and Technology Resources" immediately below for additional guidelines in this area).
- Safeguard all electronic programs, data, communications and written materials from inadvertent access by others. Without obtaining permission from a supervisor, employees should never download and save Broadcom documents or information onto their personal computers or storage systems or to the computer or storage system of any third party.
- Use Broadcom property only for legitimate business purposes, as authorized in connection with your job responsibilities.
- Financial results that seem inconsistent with the performance of underlying business transactions;
- Inaccurate Company records, such as overstated expense reports, or erroneous time sheets or invoices;
- Transactions that do not seem to have a good business purpose; and
- Requests to circumvent ordinary review and approval procedures.
- Price Fixing. We may not agree with our competitors to raise, lower or stabilize prices or any element of price, including discounts and credit terms.
- Limitation of Supply. We may not agree with our competitors to limit our production or restrict the supply of our services.
- Allocation of Business. We may not agree with our competitors to divide or allocate markets, territories or customers.
- Boycott. We may not agree with our competitors to refuse to sell or purchase products from third parties. In addition, we may not prevent a customer from purchasing or using non-Company products or services.
- Tying. We may not, through the exercise of market power, require a customer to purchase a product that it does not want as a condition to the sale of a different product that the customer does wish to purchase. Because the risks of such a requirement are substantial, and because the circumstances where such a requirement might be illegal are often difficult to distinguish, it is your responsibility to contact the Corporate Compliance Officer promptly for assistance, review and approval before entering into any such agreement.
- Moonlighting1. As set forth in the Confidentiality and Invention Assignment Agreement or similar agreement that you signed when you first began employment at Broadcom, you may not engage in any employment or activity other than for Broadcom in any business in which Broadcom is engaged or contemplates engaging. While employed at Broadcom, your full business energies and time should be devoted exclusively to Broadcom's business. If you wish to pursue a second job with any other entity or to participate in an outside business venture ("Moonlighting"), you must ensure that your engagement in such activity does not create a conflict with the interests of Broadcom or in any way use or risk disclosure of the confidential information of Broadcom. Any outside activity should be strictly separated from Broadcom employment and should not harm your job performance at Broadcom. To avoid problems in this area, you are required to receive approval from the Corporate Compliance Officer prior to engaging in any such activity. Employees who are executive officers must obtain such prior approval from Broadcom's Board of Directors (the "Board").
- Service on Boards and Committees. Employees must obtain approval prior to accepting any position to serve on a board of directors, an advisory board or on a committee of any entity. Employees who are not executive officers must obtain approval from Broadcom's Chief Executive Officer acting with Broadcom's Chief Financial Officer, before accepting any board or committee position. Employees who are executive officers or members of Broadcom's Board must obtain prior approval from the Board or designated committee of the Board. Broadcom may at any time rescind prior approvals to avoid a conflict or appearance of a conflict of interest for any reason deemed to be in the best interests of the company. Broadcom's consent is not required for membership on boards of charitable or community organizations, as long as such service does not constitute an actual conflict of interest or otherwise conflict or interfere with an employee's duties at Broadcom and does not reflect negatively on Broadcom.
- Improper Personal Benefits. No employee may obtain any material personal benefits or favors because of his or her position with Broadcom. For specific guidelines, please refer to "Conflicts of Interest -- Giving or Accepting Business Courtesies" in the Code and Broadcom's Travel & Business Expense Reporting Policy. (to access this and other Broadcom policies, please go to: http://legalbu.broadcom.com/Policies/Pages/OnlinePolicyManual.aspx)
- Investments in Public Companies. No employee may have a significant financial interest (indirect ownership, direct ownership or otherwise) in a public company whose business is one in which Broadcom is engaged or contemplates engaging. A "significant financial interest" means (i) ownership of greater than 1% of the equity of the company (computed on a undiluted basis) or (ii) an interest or investment large enough in absolute dollars or as a percentage of the individual's total investment portfolio that it creates the appearance of or results in a conflict of interest. Any such investment must not involve the use of confidential "inside" or proprietary information, such as confidential information that might have been learned about the other company by virtue of Broadcom's relationship with the other company. Investments in diversified publicly traded mutual funds or diversified investment limited partnerships (as a limited partner) are not deemed subject to these conflict of interest guidelines, provided the confidentiality requirements are observed.
- Investments in Private Companies. Broadcom employees may find themselves in a position to invest in Broadcom customers, partners or suppliers. It is imperative that employees presented with such opportunities understand the potential conflict of interest that may occur in these circumstances. Broadcom employees must always serve our shareholders first. Investing in private companies with which Broadcom has an actual or potential business relationship may not be in our shareholders' best interests. The following guidelines are intended to cover such circumstances: Broadcom employees may not invest in privately held companies that are Broadcom customers, partners or suppliers without advance disclosure to the Corporate Compliance Officer. Where the employee has responsibility to affect or implement Broadcom's relationship with the other company - either directly or through people in his/her chain of command - prior approval is required for the investment. Employees who are not executive officers must obtain such approval from Broadcom's Chief Executive Officer acting with Broadcom's Chief Financial Officer. Employees who are executive officers or members of Broadcom's Board must obtain approval from Broadcom's Board or a designated committee of the Board. If an investment is made and/or approval is granted, and the employee subsequently finds himself or herself in a potentially conflicted position due to his or her job responsibilities or those of others in his or her chain of command, the Broadcom employee is expected to recuse himself or herself from any involvement in Broadcom's relationship with that company. If the conflict is so fundamental as to undermine the employee's ability to undertake an important job activity, a discussion of possible divestiture may be required. Furthermore, with respect to any investment or financial interest in a third party, employees should be extremely careful to avoid activities such as recommending or introducing the third party to other parts of the Broadcom organization unless there is a clear disclosure of the financial interest. If an employee has an investment in a company and then later transitions into a role that would place him/her in a conflict of interest position, the employee should then disclose the situation in writing to his/her supervisor with a copy to the Corporate Compliance Officer. Efforts will be made to resolve the situation equitably on a case-by-case basis. Please also see "Corporate Opportunities" in the Code, for related issues with respect to investing in companies that may constitute "business opportunities" for Broadcom.
- Actions of Family Members. The actions of family members outside the workplace may also give rise to the conflicts of interest because they may influence an employee's objectivity in making appropriate decisions on behalf of Broadcom. Broadcom requires that each employee disclose to the Corporate Compliance Officer: if an employee's family member becomes or is employed by, sits on the board of directors of, or has a significant financial interest in, a company that is a major customer, supplier or competitor of Broadcom. A "significant financial interest" in a company for the purpose of determining family member conflicts, is an ownership interest of greater than 10% of the outstanding securities of the other entity. You should never discuss Broadcom's confidential information, or the confidential information of Broadcom's competitors, suppliers, customers or other third parties, with members of your family. For purposes of this policy, "family members" or "members of your family" include your spouse or life-partner, brothers, sisters and parents, in-laws and children, whether such relationships are by blood or adoption.
- Inventions, Public Speaking, Books and Publications. Employees must receive written permission from the Chief Executive Officer before developing, outside of Broadcom, any products, software, or intellectual property that is or may be related to any business in which Broadcom is engaged or contemplates engaging. In accordance with the Confidentiality and Invention Assignment Agreement or similar agreement between you and Broadcom, if you desire to publish the results of your work for Broadcom through literature or speeches you must first submit the literature to the President, Chief Executive Officer or Chief Technical Officer at least ten days before dissemination of the information for a determination of whether such disclosure may jeopardize patent or trade secret protection for such work or otherwise be prejudicial to the interests of Broadcom.
We work hard at Broadcom in pursuit of our global mission of "Connecting everything®." A key component of this mission is connecting our work with our core values and with the communities in which we operate. Broadcom is dedicated to conducting its business in compliance with all applicable laws and consistent with the highest standards of business ethics.
You are faced every day with a number of decisions. It is your personal responsibility to uphold our high standards of business ethics in every one of these situations. We are committed to empowering you by communicating policies and providing guidance regarding your role in upholding our ethical standards. This Code of Ethics and Corporate Conduct is a reflection of this commitment and serves as a guide for your responsibilities in a number of important areas. It is not possible for our code to address every situation that you may face. If you use your good judgment and experience, most of your decisions and actions are not likely to even raise ethical issues. When you are faced with an ethical issue, we hope that this Code will serve as a guide to help you make the right choice.
Please take this opportunity to review our policies and to discuss any questions you may have with your supervisor or directly with our Corporate Compliance Officer. The guidelines set out here are to be followed at all levels of this organization by our directors, officers, employees, contractors and consultants. We rely on you to uphold our core values and to conduct our business honestly, fairly and with integrity.
Scott A. McGregor
President and Chief Executive Officer
Purpose of Compliance and this Code
We are committed to conducting business ethically and according to the law. As a Broadcom employee, you are expected to conduct yourself in a similar manner. The purpose of this Code of Ethics and Corporate Conduct (this "Code") is to provide a summary of certain of our key policies and procedures. This Code is just one element of our overall effort to ensure lawful and ethical conduct on the part of Broadcom, our directors, officers, employees, contractors and consultants.
It is part of our endeavor to maintain a corporate culture that includes compliance with the underlying corporate policies themselves (all of which are available to you on our Intranet, via the Policy index http://legalbu.broadcom.com/Policies/Pages/OnlinePolicyManual.aspx), an open relationship between employees and supervisors that is conducive to good business conduct, and, above all, the integrity and good judgment of our personnel.
Compliance with laws and ethical standards is necessary to preserve our reputation, which is crucial for obtaining and retaining business. Our customers require companies with whom they work to maintain high ethical standards (as, in turn, does Broadcom). At the same time, compliance failures cost money. Deferring compliance efforts for some perceived short-term economic gain has been consistently proven to be a losing business strategy.
This Code applies to all of our directors, officers and employees-wherever they are located and whether they work for Broadcom on a full or part-time basis. We refer to all persons covered by this Code, including our directors, officers, employees, contractors and consultants, as "Broadcom employees" or simply "employees." We also refer to our chief executive officer, our chief financial officer and our principal accounting officer as our "principal financial officers." This Code, as applied to the Company's principal financial officers, is our "code of ethics" within the meaning of Section 406 of the Sarbanes-Oxley Act of 2002 and the rules promulgated thereunder. This Code is also our "code of conduct" within the meaning of the National Association of Securities Dealers Rule 4350(n).
As an employee, you are required to know, understand, and abide by this Code. No director, officer, manager or employee has the authority to force you to violate the Code, and any attempt to do so will not be tolerated. You are solely responsible for your conduct and its compliance with this Code. We also expect that anyone carrying out work for Broadcom will adhere to the same provisions of this Code while acting on our behalf. Therefore, temporary workers, independent contractors and consultants providing services for us will be provided with a copy of this Code and are required to abide by the same or similar high standards of business ethics. By doing this, we do not intend to change the nature of Broadcom's engagement with, or the status of, these temporary workers, independent contractors or consultants, or to give them any additional authority to obligate or incur liability on behalf of Broadcom. Rather, we are simply stating our policy and requirement that those with whom we contract to provide services adhere to the same high ethical and legal standards as those adhered to by us.
Corporate Compliance Policy and Administration
It is our policy to prevent the occurrence of unethical or unlawful behavior, to halt any such behavior that may occur as soon as reasonably possible after its discovery, and to discipline those who engage in such behavior as well as those individuals who allow such behavior by their subordinates to go undetected by failing to exercise appropriate supervision and oversight or failing to act on their knowledge thereof.
All employees are expected to adhere to the provisions of this Code and all applicable laws and regulations. In the rare case where following a provision of this Code may cause you to violate a local law in a country in which you work, or if you have any questions or concerns regarding the applicability of any provision of this Code or local law in a country where you work, please consult with our Corporate Compliance Officer, who can be reached using any of the methods described below.
We have designated a member of management to be our Corporate Compliance Officer. Although the individual charged with this responsibility may change in the future, the name of the current Corporate Compliance Officer will always be posted on Broadcom's Intranet on the Compliance homepage: http://intranet.broadcom.com/policy/. The Corporate Compliance Officer has ultimate responsibility for administering and overseeing compliance with this Code and all related policies and procedures, and supports the Legal Department in ensuring the Company complies with applicable laws and regulations. Although the Corporate Compliance Officer and his or her staff may be members of a specific group or department within Broadcom (such as the Legal Group), their duties and reporting responsibilities concerning compliance will be entirely separate and distinct from their duties and reporting responsibilities as members of that specific group/department. For this purpose, the Corporate Compliance Officer will report directly to the Chairman of the Board of Directors (the "Board") and Chief Executive Officer, as well as to the Audit Committee of the Board. You can reach the Corporate Compliance Officer using any of the methods described below.
How to Seek Help and Get Information
This Code is only a summary of certain of our key policies and procedures, and is not intended to be a comprehensive rulebook or to address every situation that you may face. If you are faced with a difficult business decision that is not addressed in this Code, ask yourself the following questions:
Additionally, all supervisory and management personnel have an "open door policy" that permits any employee to directly present any concerns, problems or complaints and to ask any questions that he or she may have. Accordingly, if you have any questions, you should feel free to contact a Broadcom officer, the Corporate Compliance Officer, the Chairman of the Board or the Chairman of one of the Board's Committees.
It Starts With Me: Reporting Suspected Wrongful Conduct
We are committed to maintaining a culture of integrity and, specifically, detecting and putting a stop to any violations of this Code, law, regulations or policy. It is impossible for the Company to detect all misconduct that may occur. As a result, all employees who know of or suspect a violation of this Code have an affirmative duty to report it. You should consider reporting a known or suspected violation of this Code by others not as an act of disloyalty, but rather as an action to safeguard the reputation and integrity of Broadcom and our employees.
Employees who serve as supervisors have heightened responsibilities concerning the reporting of potential Code violations. All supervisors who have knowledge of or suspect a violation of this Code, or who receive a report of suspected misconduct from an employee (or any other person) have an affirmative duty to report the concern to the Corporate Compliance Officer.
If you know of or suspect misconduct, or if you observe something that simply doesn't seem right, report your concern to your supervisor. Your supervisor will contact the Corporate Compliance Officer, who will work with you and your supervisor to investigate your concern. If you are not comfortable reporting the conduct to your supervisor or you do not get a satisfactory response in a timely manner, you should contact the Corporate Compliance Officer as follows:
Many of the methods listed above for reporting a concern to the Corporate Compliance Officer, including the toll-free phone number and the online reporting tool, may be used anonymously. In the event that a particular country prohibits or restricts employees from reporting certain violations of law or business conduct policies anonymously, you are still encouraged to report such violations, but are not obligated to do so. Broadcom will act on anonymous reports and preserve your anonymity to the fullest extent permitted by applicable law. Should you report a concern, your identity and any information you provide will be used only for legitimate purposes associated with resolving your concern, and only relevant data or information will be collected from you and from any employee(s) alleged to have violated a law or a business conduct policy. Any data or information collected in the course of any report you make (or any necessary follow-up) will be used at all times in accordance with applicable laws, including the local law in your work location.
All questions and reports of known or suspected violations of the law or this Code will be treated with maximum sensitivity and discretion, and, we will protect your confidentiality to the fullest extent possible consistent with applicable law and our need to investigate your concern.
Policy against Retaliation
We strictly prohibit retaliation against an employee who, in good faith, seeks help or reports known or suspected violations of this Code or the law. Anyone who retaliates against an employee who in good faith reported misconduct or sought help will be subject to discipline, including possible termination of employment.
Waivers of This Code
We do not anticipate that there will be waivers of this Code. Any waivers must be made in writing, and only our Chief Executive Officer and Chief Financial Officer, acting together, may make waivers of this Code for employees. Any waiver of this Code for our directors and executive officers, including our principal financial officers, may be made only by our Board or the appropriate committee of our Board and will be disclosed to the public as required by law or the rules of The NASDAQ Stock Market®.
HOW TO AVOID CONFLICTS OF INTEREST
Identifying Conflicts of Interest
As an employee, your first loyalty in all business-related activities is to Broadcom and, as a consequence, you must avoid taking any action that would create an actual or perceived conflict of interest. Indeed, the fierce loyalty of our employees is a major contributor to the company's impressive track record of innovation, growth and success.
A conflict of interest may occur when an employee's private interest interferes, or appears to interfere, with the interests of Broadcom. Such a conflict results in divided loyalties, and when loyalties are divided, it is hard to be objective about a decision. You must avoid any private interest that influences your ability to act in the best interests of Broadcom, makes it difficult to perform your work objectively and effectively, or gives the appearance that you have a conflict. The following are situations that could lead to possible conflicts of interest:
Employees are obligated to advance Broadcom's interests when an opportunity to do so arises. If, through the use of corporate property or information, or because of your position with Broadcom, you discover or are presented with a business opportunity that is related to our businesses, you must first present the business opportunity to Broadcom before pursuing the opportunity yourself. No employee may use corporate property, information or his or her position with Broadcom for personal gain.
You must disclose to your supervisor the terms and conditions of each potential business opportunity that you wish to pursue. Your supervisor is required to contact the Corporate Compliance Officer and the appropriate management personnel to determine (i) whether the situation is a corporate opportunity and (ii) whether Broadcom wishes to pursue the corporate opportunity. If Broadcom determines that it is a corporate opportunity and decides to waive its right to pursue the business opportunity, you may pursue the business opportunity on the same terms and conditions as originally proposed, provided that your conduct is consistent with the other ethical guidelines set forth in this Code and does not create an actual or perceived conflict of interest with your employment at Broadcom. Waivers of corporate opportunities may only be given in writing as described in "Waiver of This Code" above.
Giving or Accepting Business Courtesies
The giving and receiving of business courtesies (gifts and entertainment) is a common business practice. Appropriate business gifts and entertainment are designed to build relationships and understanding among business associates. However, gifts and entertainment should not compromise, or appear to compromise, your ability to make objective and fair business decisions. It is your responsibility to use good judgment in this area. As a general rule, you may give or receive gifts or entertainment to or from customers, suppliers or others only if the gift or entertainment would not be viewed as an inducement to or reward for any particular business decision.
Some types of favors, gifts or entertainment are simply wrong, either in fact or appearance and are never permissible. These include, without limitation, favors, gifts, or entertainment that would be illegal, unsavory or that would violate our commitment to diversity and mutual respect. Any situation that would cause a supplier, customer or employee to feel uncomfortable, or would violate the gift policy of the recipient's company, or would embarrass us by its public disclosure is inappropriate.
Additionally, all gifts and entertainment expenses must be properly accounted for on expense reports. Without limitation of other consequences for violating this Code, there will be no reimbursement for any expense incurred with respect to gifts or entertainment in contravention of this Code.
The following specific examples may be helpful:
Additionally, if you conduct business in countries other than the United States, you must be particularly careful that gifts and entertainment are not construed as bribes, kickbacks or other improper payments. In particular, additional restrictions exist - including without limitation the need for advance approval - for gifts and entertainment offered or provided to foreign government officials, including employees of any local, state or national government, state-owned or state-controlled entity, and/or public international organization. See "Compliance With Other Laws and Regulationsâ€”Foreign Corrupt Practices Act" below for a more detailed discussion of our policies regarding giving or receiving gifts related to business transactions in other countries.
If you have any questions about whether it is permissible to give or accept a gift or something else of value, contact your supervisor or the Corporate Compliance Officer for additional guidance.
PROTECTION AND USE OF COMPANY ASSETS AND RESOURCES
Our valuable assets - in particular, our intellectual property and the technological and other systems that protect it - are critical to the continued success of our business strategy. Employees should therefore protect Broadcom's assets and ensure their efficient use for legitimate business purposes only. Theft, carelessness and waste have a direct impact on the Company's profitability. The use of Broadcom funds or assets, whether or not for personal gain, for any unlawful or improper purpose is prohibited.
To ensure the protection and proper use of our assets, each employee should:
Our information and technology resources (e.g., e-mail, computers, computer applications, networks, Internet, Intranet, facsimile, PDAs, cell phones and other wireless communications devices, telephone, paging and voice mail systems) are Company property and are provided to employees for business use. Any use of our telephone system or other electronic communication services or resources for personal or non-company business must be occasional and kept to a minimum. Our telephone system and other electronic communication services or resources may not be used for inappropriate purposes such as hacking, pirating software, disclosing confidential information of Broadcom or third parties, sending inappropriate e-mail, accessing inappropriate Web sites (such as those advocating hate or violence, containing sexually explicit material, or promoting illegal activities), or in any way that violates the letter or spirit of our policies or reflects negatively on the Company.
You should remember that all information, data, messages, attachments, and other information created, communicated or stored using Broadcom's information and technology resources are the property of Broadcom. We reserve the right, for any purpose, without notice and in our sole discretion, to access, inspect, review, store, delete, copy and/or monitor any information, data, messages, attachments or other information communicated or stored through the use of its information and technology resources, including business or personal e-mails or other electronic messages. In addition, we reserve the right, for any purpose, without notice, and in our sole discretion, to disclose any such information to law enforcement or other third parties, or to otherwise give access to such information. As a result, you should not expect that any information, data, message, file, document or other information that you create, send, receive, or store using Broadcom's information and technology resources, whether for business or personal use, will be private.
For further information on our policies regarding Information Technology resources, see "Appropriate Use Policy for Information Technology," (to access this and other Broadcom policies, please go to: http://legalbu.broadcom.com/Policies/Pages/OnlinePolicyManual.aspx), "IT Code of Ethics" and other information technology policies available on our intranet. Your use of Broadcom's phone, fax numbers and e-mail while an employee is conditioned upon your agreement to adhere to these rules, even after your employment with us may have ended. These systems are for our business use and are not to be used by employees or others for personal matters or for non-Broadcom business (other than incidental use while an employee).
Additionally, unauthorized duplication of copyrighted computer software violates the law and is contrary to our standards of conduct. For further information on our policies regarding software installation, see Software Code of Ethics".
Travel and Business Expense Reporting Policy
We recognize that, for many employees, travel expenses are incurred to further our business objectives. Our policy regarding travel related expenses is to reimburse employees for incurred expenses that are deemed to be reasonable, ordinary and necessary business-related costs. For further information on our travel policies, see "Travel and Business Expense Reporting Policy." (to access this and other Broadcom policies, please go to: http://legalbu.broadcom.com/Policies/Pages/OnlinePolicyManual.aspx)
We have and will continue to develop, compile and own certain confidential information (including trade secret information) that has great value to our business. It is essential that you (i) protect Broadcom's confidential information and use it only for appropriate, authorized purposes, (ii) avoid disclosing confidential information to any person who is not an employee of Broadcom unless you are authorized to do so, and (iii) avoid allowing others to misappropriate our confidential information. For more information on a description of what constitutes "confidential information" and our policies regarding use and disclosure of confidential information please see "Insider Trading Policy" and "Corporate Disclosure Policy." (to access this and other Broadcom policies, please go to: http://legalbu.broadcom.com/Policies/Pages/OnlinePolicyManual.aspx) Please also refer to the Confidentiality and Invention Assignment Agreement or similar agreement between you and Broadcom.
Additionally, employees must protect the confidential, sensitive or private information of third parties, including those with whom we have business relationships, and we must protect such information from disclosure and/or misappropriation just as carefully as we protect our own confidential information. The above-stated requirements concerning the use of our confidential information apply equally to the confidential information of others. For more information concerning the use of confidential information of others, please see "Third Party Proprietary Information Policy" and "Third Party Hardware Intellectual Property Policy." (to access this and other Broadcom policies, please go to: http://legalbu.broadcom.com/Policies/Pages/OnlinePolicyManual.aspx)
An employee's obligations to protect the confidential information described above continues after he or she leaves Broadcom.
Political Contributions and Activities
Our assets - including employees' work time, use of our premises, use of our equipment or the Broadcom name, and of course funds and other physical assets - may not be used for or contributed to any political candidate, political action committee, party or ballot measure without the prior written permission of the Corporate Compliance Officer. Employees may participate in any political activities of their choice on an individual basis, with their own money and on their own time.
Accurate and reliable records are crucial to our business. Our records are the basis of financial reports and other disclosures to the public and are the source of essential data that guides our business decision-making and strategic planning. Our records include sales and booking information, payroll, timecards, employee records, travel and expense reports, e-mails, accounting and financial data, measurement, test, production and performance records, electronic data files and all other records maintained in the ordinary course of our business. All Broadcom records must be complete, accurate and reliable in all material respects. There is never a valid reason to make false or misleading reports or entries, and we will not condone or authorize such reports or entries. Undisclosed or unrecorded funds, payments or receipts are inconsistent with our business practices and are prohibited. You are responsible for understanding and complying with our record keeping policy. Ask your supervisor or the Corporate Compliance Officer if you have any questions.
Our business goals depend on the efficient retention of business records, including electronically-created records such as email. Maintaining certain business records ensures both that we have access to important information should disputes arise and that we comply with applicable laws and regulations concerning records retention. At the same time, to avoid wasting significant financial and other resources storing records that need not be retained, non-business records or business records that no longer need to be retained should be destroyed, but only in accordance with the Company's recordsmanagement policies. For more information concerning these policies, please see "Records Management Policy" (to access this and other Broadcom policies, please go to: http://legalbu.broadcom.com/Policies/Pages/OnlinePolicyManual.aspx) and "Email and IM Policy," or ask your supervisor or the Corporate Compliance Officer.
ACCURACY OF FINANCIAL REPORTS AND OTHER PUBLIC COMMUNICATIONS
As a public company we are subject to various securities laws, regulations and reporting obligations. Both federal law and our policies require the prompt disclosure of accurate and complete information regarding our business, financial condition and results of operations. Inaccurate, incomplete or untimely reporting will not be tolerated and can severely damage Broadcom (by negatively affecting our ability to plan, forecast and make other critical business decisions) and also result in legal liability.
Employees who have complaints or concerns about accounting, internal controls, auditing matters, or deceptive financial practices should follow our "Complaint and Investigation Procedures for Accounting, Internal Controls, Fraud or Auditing Matters." Examples of things that should be reported include:
Please see "Complaint and Investigation Procedures for Accounting, Internal Controls, Fraud or Auditing Matters." for procedures concerning the receipt, handling and retention of complaints relating to accounting, internal control, fraud or auditing matters.
COMPETITION AND FAIR DEALING
We compete vigorously, but fairly. The economies of the United States and many other markets in which we operate depend on a system of free and fair competition. As a result, our policy is to compete vigorously and ethically while complying with all antitrust, monopoly, competition or cartel laws in all countries, states or localities in which we conduct business. Employees must therefore act at all times in ways that avoid even the appearance of anti-competitive behavior. All employees are obligated to deal fairly with fellow employees and with our customers, suppliers, competitors and other third parties. Employees should avoid taking unfair advantage of anyone through manipulation, abuse of privileged information, misrepresentation or any other unfair dealing practice.
Relationships with Suppliers
We deal fairly and honestly with our suppliers. This means that our relationships with suppliers are based on price, quality, service and reputation. Purchase agreements must be documented and clearly identify the services or products to be provided, the basis for earning and timing of payment, and the applicable rate or fee. The amount of payment must be commensurate with the services or products provided. Employees dealing with suppliers should carefully guard their objectivity. Specifically, no employee may accept or solicit any personal benefit from a supplier or potential supplier that might compromise his or her objective assessment of the supplier's products and prices. Please see "How to Avoid Conflicts of Interestâ€”Giving or Accepting Business Courtesies" above for additional guidelines.
Relationships with Customers
Our business success depends upon our ability to foster lasting customer relationships. We are committed to dealing with customers fairly, honestly and with integrity. You should keep the following specific guidelines in mind when dealing with customers: (i) information we supply to customers should be current, accurate and truthful to the best of our knowledge; (ii) employees should not deliberately misrepresent information to customers; (iii) employees should not refuse to sell, service or maintain products Broadcom has produced simply because a customer is buying products from another supplier; and (iv) customer entertainment should not exceed reasonable and customary business practice. Employees may not provide entertainment or other benefits that could be viewed as an inducement to or a reward for customer purchase decisions. See "How to Avoid Conflicts of Interestâ€”Giving or Accepting Business Courtesies" above for additional guidelines. Any promises or arrangements regarding discounts, credits, rebates and other price adjustments must be promptly communicated to our sales and finance management personnel.
Relationships with Competitors
We are committed to free and open competition in the marketplace. Employees must avoid actions that reasonably could be construed as being anti-competitive, monopolistic or otherwise contrary to laws governing competitive practices in the marketplace, including federal, and state antitrust laws. No employee may obtain or give competitive information by unethical, unlawful or illegal means. Employees must refrain from using any confidential information belonging to any former employers, and such information must never be brought to Broadcom or provided to other Broadcom employees.
Further, it is improper to make false or deceptive statements concerning a competitor company. If you are in a position to speak on behalf of Broadcom, you must ensure that your statements are based upon current, accurate data, and you should refrain from commenting on another company's business reputation or financial or legal situation.
COMPLIANCE WITH ANTITRUST LAWS
In general, U.S. antitrust laws forbid agreements or actions "in restraint of trade." All employees should be familiar with the general principles of the U.S. antitrust laws. The following is a summary of some of the actions that are violations of U.S. antitrust laws:
Other practices that restrict competition may also violate the antitrust laws. Violations of antitrust laws carry severe consequences and may expose Broadcom and employees to substantial civil damages, criminal fines and, in the case of individuals, prison terms. Whenever any doubt exists as to the legality of a particular action or arrangement, it is your responsibility to contact the Corporate Compliance Officer promptly for assistance, review and approval.
ENVIRONMENT, HEALTH AND SAFETY
We are committed to providing a safe and healthy working environment for its employees and to avoiding adverse impact and injury to the environment and the communities in which we do business. Employees must comply with all applicable environmental, health and safety laws, regulations and our standards. It is your responsibility to understand and comply with the laws, regulations and policies that are relevant to your job and those which you supervise. Failure to comply with environmental, health and safety laws and regulations can result in civil and criminal liability against you and Broadcom, as well as disciplinary action by the Company, up to and including termination of employment. You should contact your supervisor or the Corporate Compliance Officer if you have any questions about the laws, regulations and/or policies that apply to you and those whom you supervise.
Employees should strive to conserve resources and reduce waste and emissions through recycling and other energy conservation measures. You have a responsibility to promptly report any known or suspected violations of environmental laws or any events that may result in a discharge or emission of hazardous materials.
Health and Safety
We are committed not only to comply with all relevant health and safety laws, but also to conduct business in a manner that protects the safety of our employees. All employees are required to comply with all applicable health and safety laws, regulations and policies relevant to their jobs. If you have a concern about unsafe conditions or tasks that present a risk of injury to you or anyone else, please report these concerns immediately to your supervisor or the Human Resources Department.
We succeed because of our people. Our ability to compete effectively in existing markets and to expand into new ones is directly linked to attracting and retaining the best and brightest employees. In part for this reason, but also because it is simply the right thing to do, we pursue fair employment practices in every aspect of our business. As part of these practices, we require that employees comply with all applicable labor and employment laws, and all other laws applicable to employment with us. As such laws can vary substantially between jurisdictions, it is your responsibility to understand and comply with the laws, regulations and policies that are relevant to your job and work location(s) as well as those that apply to other employees you may supervise. Failure to comply with labor and employment laws can result in civil and criminal liability against you and Broadcom, as well as disciplinary action by the Company, up to and including termination of employment. You should contact your manager, the Corporate Compliance Officer, your Human Resources Business Partner or the Senior Vice President of Human Resources if you have any questions about the laws, regulations and policies that apply to you and those whom you supervise.
Equal Employment Opportunity and Harassment Policies
It is our policy to employ, retain, promote, terminate and otherwise treat all employees and job applicants on the basis of merit, qualifications and competence. This policy applies without regard to sex, race, color, national origin, ancestry, citizenship, sexual orientation, religion, age, physical or mental disability, medical condition or marital status. In keeping with this commitment, we maintain a strict policy prohibiting unlawful harassment of any kind, including sexual harassment and harassment based on any of the characteristics noted above. This policy applies to all directors, officers and employees of the Company and also extends to harassment of or by vendors, contractors, consultants and others doing business with us. Please refer to the "Equal Employment Opportunity Policy" distributed to you at your employee orientation and available on the intranet. (to access this and other Broadcom policies, please go to: http://legalbu.broadcom.com/Policies/Pages/OnlinePolicyManual.aspx)
Alcohol and Drugs
We are committed to maintaining a drug-free work place. All employees must strictly comply with our policies regarding the abuse of alcohol and the possession, sale and use of illegal substances. Drinking alcoholic beverages is prohibited while on our premises, except at specified Company-sanctioned events. To the extent that alcoholic beverages are consumed at Company-sanctioned events or other business events outside of our premises (and outside regular business hours), employees are expected to exercise good judgment, avoid becoming intoxicated and avoid driving or engaging in other potentially dangerous activities while under the influence of alcohol. Possessing, using, selling or offering illegal drugs and other controlled substances is prohibited under all circumstances while on duty or on our premises. Likewise, you are prohibited from reporting for work, or driving a Company vehicle or any vehicle on Broadcom business, while under the influence of alcohol or any illegal drug or controlled substance. Under the influence for this purpose is defined to include having alcohol in one's system above the limit permitted to drive a passenger vehicle in the applicable jurisdiction or having illegal drugs or other controlled substances detected in one's system through a drug test. Employees who are suspected of being under the influence may be requested to take a drug or alcohol test at Broadcom's expense. Refusal of or failure to take a drug or alcohol test may be cause for disciplinary action up to and including termination.
Violence Prevention and Weapons
The safety and security of our employees is vitally important. We will not tolerate violence or threats of violence in, or related to, the workplace. Employees who experience, witness or otherwise become aware of a violent or potentially violent situation that occurs on our properties or affects our business must immediately report the situation to their supervisor, the Corporate Compliance Officer or the Human Resources Department.
We do not permit any individual to have weapons of any kind on Company property while on the job or off-site while on Broadcom business. This prohibition also applies to personally-owned vehicles parked on our premises or used for Company business. This is true even if you have obtained legal permits to carry weapons. The only exception to this policy applies to security personnel who are specifically authorized by Broadcom management to carry weapons.
COMPLIANCE WITH OTHER LAWS AND REGULATIONS
Obeying the law, both in letter and in spirit, is the foundation on which our ethical standards are based. We believe that employees who obey the law and abide by high ethical standards are also more productive. Failures to obey legal or ethical standards can also cost the company money in legal fees, fines, penalties, sanctions or the opportunity cost of management and other employees' time spent addressing such failures. Each employee has an obligation to comply with federal and national laws and the laws of the states, provinces, counties and local jurisdictions in which we operate. We will not tolerate any activity that violates any laws, rules or regulations applicable to us or our employees or representatives. This includes, without limitation, laws covering bribery and kickbacks, copyrights, trademarks and trade secrets, information privacy, insider trading, political contributions, antitrust prohibitions, foreign corrupt practices, offering or receiving gratuities, environmental hazards, unlawful employment discrimination or harassment, occupational health and safety, false or misleading financial information or misuse of corporate assets. You are expected to understand and comply with all laws, rules and regulations that apply to your job position. If any doubt exists about whether a course of action is lawful, you should seek advice immediately from your supervisor or the Corporate Compliance Officer.
Compliance with Insider Trading Laws
With certain limited exceptions, it is illegal to purchase or sell Broadcom's securities when you are in possession of inside information. It is also illegal to disclose or "tip" inside information to others who then trade on the basis of such inside information. In other words, if you disclose inside information to another person (called a "tippee") who then purchases or sells securities of the Company or who in turn discloses such information to a third party who then purchases or sells the Company's securities, you may be liable for the same civil penalties as if you had engaged in the transaction directly, even if you do not trade or benefit from trading by others on the basis of your tip. For a description of what constitutes "inside information," the risks and penalties associated with insider trading, and our policies regarding insider trading, see "Insider Trading Policy" and "Corporate Disclosure Policy." (to access this and other Broadcom policies, please go to: http://legalbu.broadcom.com/Policies/Pages/OnlinePolicyManual.aspx)
Public Communications and Regulation FD
We place a high value on our credibility and reputation, both of which remain vital to our continued ability to succeed by allowing us to retain and build enduring relationships with customers. What is written or said about us in the news media and investment community directly impacts our reputation. In connection with our public communications, we are required to comply with a rule under the federal securities laws referred to as Regulation FD (which stands for "fair disclosure"). Regulation FD provides that, when we disclose material, non-public information about the Company to securities market professionals or any shareholder (where it is reasonably foreseeable that shareholders will trade on the information), we must also disclose the information to the public. "Securities market professionals" generally include analysts, institutional investors and other investment advisors. For more information, please see "Corporate Disclosure Policy." (to access this and other Broadcom policies, please go to: http://legalbu.broadcom.com/Policies/Pages/OnlinePolicyManual.aspx)
Employees who receive inquiries about the Company or our securities from securities analysts, reporters, investors, potential investors or others should decline to comment. Employees should direct all inquiries from securities analysts, investors or potential investors to the Chief Financial Officer or the Investor Relations Department. All media inquires must be directed to the Corporate Communications Department.
Anti-corruption laws enacted around the world, including the United States Foreign Corrupt Practices Act (the "FCPA"), prohibit us and our employees and agents from offering or giving money or any other item of value to win or retain business or to influence any act or decision of any governmental official, political party, candidate for political office or official of a public international organization. The FCPA prohibits the payment of bribes, kickbacks or other inducements to foreign officials. This prohibition also extends to payments to a sales representative or agent if there is reason to believe that the payment will be used indirectly for a prohibited payment to a foreign official. The FCPA also contains accounting provisions that require us to keep accurate books and records of our business dealings. All financial records - including without limitation expense reports, invoices and records of commission payments - must accurately describe any expense incurred by the Company. Violation of the FCPA is a crime that can result in severe fines and criminal penalties both to Broadcom and individual employees, as well as disciplinary action by Broadcom, up to and including termination of employment.
We take our obligations under the FPCA and other anti-corruption laws seriously and expect that our directors, officers, employees, contractors and consultants do the same. You may never offer, provide or authorize, or permit a channel partner, supplier or other vendor of Broadcom to offer, provide or authorize, any payment of money are other item of value (including an offer of employment) to any foreign official for the purpose of influencing the foreign official to act or not act in any way that would provide a business advantage to us. Nor may you offer, provide or permit the payment of money or other item of value to any person - whether or not a government official - in an attempt to bribe or otherwise corruptly induce the person to provide a business advantage to us. For more information, or if you have any questions concerning the permissibility of a business payment, please ask your supervisor or the Corporate Compliance Officer.
Other Laws Governing Our Business
Various government export regulations apply to the encryption or other features contained in some of our products. Questions regarding export regulations and compliance should be directed to the Export Compliance Coordinator or the Corporate Compliance Officer. The name and contact information of the current Export Compliance Officer is posted on the Intranet under "Global Trade Compliance."
We are also subject to U.S. anti-boycott laws and regulations, which prevent U.S. companies and certain of their subsidiaries from taking action in support of a boycott imposed by a foreign country upon a nation that is friendly with the United States. Boycott laws often change and must be closely monitored. To ensure compliance, any boycott issue must be referred to the Corporate Compliance Officer.
ENFORCEMENT OF THIS CODE
As noted throughout this document, this Code was created to communicate the ethical principles which form the foundation of our business. Compliance with this Code will not only ensure we live by those standards, but will also ensure our business continues to grow and succeed. It is our policy that any employee who violates this Code will be subject to appropriate discipline, which may include a variety of potential sanctions, including termination of employment. This determination will be based upon the facts and circumstances of each particular situation. An employee accused of violating any part of this Code will be given an opportunity to present his or her version of the events at issue prior to any determination of appropriate discipline. We expect all employees to cooperate in internal investigations of misconduct and unethical behavior. Employees who violate the law or this Code may expose themselves to substantial civil damages, criminal fines and prison terms. We may also face substantial fines and penalties and may incur damage to our reputation and standing in the community. Your conduct as a representative of Broadcom, if it does not comply with the law and with this Code, can result in serious consequences for both you and the Company.
This Code of Ethics and Corporate Conduct contains general guidelines for conducting our business consistent with the highest standards of business ethics. If you have any questions about these guidelines, please contact your supervisor or the Corporate Compliance Officer. We expect all employees, regardless of their level or location, to adhere to these standards. If you are asked to engage in suspect conduct by your supervisor or someone in higher management, it is your duty and responsibility to contact senior management or the Corporate Compliance Officer. If you engage in conduct prohibited by the law or this Code, you will be deemed to have acted outside the scope of your employment. Such conduct may subject you to disciplinary action, including possible termination of employment and/or criminal prosecution.
Note: Please understand that this Code is not intended to be a contract of employment and, in the United States and any other country in which employment is at-will, does not in any manner amend or rescind the at-will employment relationship between employees and the Company. At-will employment means that both the Company and the employee have the right to terminate employment at any time, for any reason, with or without prior notice or cause. In addition, because circumstances may arise that require changes to the Code, the Company reserves the right to modify, supplement, rescind or revise all or any portion of the Code, except the at-will employment provisions, at any time as it deems necessary or appropriate in its discretion. With regard to at-will employment (in the United States and other applicable countries), no one in the Company except the Company's President has the authority or legal ability to modify the at-will nature of the employment relationship and the President may only do so by express written agreement signed by the employee and the President.
CONFLICTS OF INTEREST POLICY
A conflict of interest occurs when an employee's private interest may interfere with the interests of Broadcom. Such a conflict may result in divided loyalties, and when loyalties are divided, it is hard to be objective about a decision. You should avoid any private interest that influences your ability to act in the best interests of Broadcom, makes it difficult to perform your work objectively and effectively, or gives even the appearance that you have a conflict.
Broadcom requires that employees disclose to the Company any situations that reasonably would be expected to give rise to, or the appearance of, a conflict of interest. If you think that you have a conflict of interest, or something that others could reasonably perceive as a conflict of interest, you should report it to your supervisor or the Corporate Compliance Officer. If a situation is determined to be a conflict of interest, the conflict may only be waived in the manner set forth in Broadcom's Code of Ethics and Corporate Conduct (the "Code") under "Waivers of the Code." You may view the Code at www.broadcom.com/investors.
Conflicts of interest may not always be clear-cut and easy to define. If you have any questions, please consult your supervisor or the Corporate Compliance Officer. Set forth below is specific guidance for some areas of potential conflict of interest. These are only examples of the types of conflicts of interest that Broadcom employees are expected to avoid. Ultimately, it is the responsibility of each individual to avoid any situation that creates or appears to create a conflict of interest.
The following situations are examples of possible conflicts of interest and how they should be addressed:
Broadcom Corporation Policies: Links
For an index of relevant Broadcom policies, go to: