POWERED BY

OUR VALUES

Code ofBusiness ConductDriving technology breakthroughsthat deliver on the promise ofa sustainable future.

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Intelligent Technology. Better Future.

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iii

CORE VALUESINTRODUCTION
2 Core Values
2

Integrity

2

Respect2

Initiative3

Purpose of Our Code of Business Conduct

3

Responsibility and Accountability

COMPETITORS
27 Competitive Information

4

Additional Responsibilities of Managers and Supervisors

28 Fair Competition and Antitrust

4

Audits, Investigations and Disciplinary Action

HOW TO GET HELP
6 Seeking Guidance
7

Reporting Concerns

7

No Retaliation

SHAREHOLDERS
10 Protecting onsemi Assets
11

Confidential and Proprietary Information

30 Personal Community Activities
30 onsemi Political Activities
31 Environment
32 Communicating with External Audiences
GOVERNMENTS
34 Anti-Corruption Laws

12 Privacy
12 Social Media and Internet Use

35 Crossing National Borders
36 Economic Sanctions and Boycotts

14 Inside Information and Securities Trading
15 Accuracy of Company Records

36 Money Laundering

15 Providing Financial Information
15 Special Responsibility

CONFLICTS OF INTEREST
38 General Guidance

16 Recording and Retaining Business Communications

38 Outside Employment
39 Board Memberships

EMPLOYEES AND DIRECTORS
18 Constant Respect

39 Family Members and Close Personal Relationships
40 Loans to Employees and Directors

18 Harassment Avoidance
19 Safety and Health

40 Investments

CUSTOMERS AND CONSUMERS
21 Product Quality and Safety
22 Sales and Marketing
22 Customer Confidential Information
22 Government Customers
BUSINESS PARTNERS
24 Doing Business with Others

40 Corporate Opportunities
41 Gifts and Entertainment
41 Gifts and Entertainment Received by Employees
and Directors of onsemi

42 Gifts and Entertainment Given by orProvided by onsemi

43 Travel
43 Acceptance of Travel Expenses
43 Providing Travel

24 Agents and Consultants
24 Subcontractors

43 Waivers of the Code of Business Conduct
43 Interpretations

24 Joint Ventures and Alliances

ADDENDUM
46 AT&T Access Codes for Selected Countries and Regions

25 Purchasing Practices
25 Business Partner Confidential Informationii

COMMUNITIES
30 Community Service

TaglineIntelligent Technology. Better Future.

VisionDrive technology breakthroughs that deliver on thepromise of a sustainable future.

MissionWe will push innovation to create intelligent power and sensing
technologies that solve the most challenging customer problems.
Our employees are inspired each day to increase stakeholder value
through high quality and high value products and services.

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INTRODUCTION

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INTRODUCTION
Core Values
Our core values define who we are as individuals
and as representatives of onsemi. We are a

Respect

performance-based Company committed to

We treat each other with dignity and respect.

profitable growth, world class operating results,

We share information and encourage different

benchmark quality and delivering superior

views in an open and honest environment. We

customer and shareholder value. By putting our

draw out the best in each other, recognizing thatcore values of integrity, respect and initiative

diversity of backgrounds and experience areinto action, we each do our part in making our

key strengths. We all win when we support each

Company a great place to work.

other.

Integrity

Initiative

We mean what we say and we say what we

We value people who demonstrate a positive,

mean. Our Company has set high standards“can-do” attitude, while collaborating to win.

for our products and individual conduct. Our

We work intelligently, with a sense of urgency,

reputation depends on the highest standards

while always maintaining our commitment toof ethical behavior. We are accountable forcomply with applicable laws, regulations anddelivering our commitments on time with thestandards. If a problem exists, we see it throughhighest quality. We address issues objectively,

to rapid resolution while acting in an ethicalusing facts and constructive feedback in amanner. Each of us is expected to demonstrate

work atmosphere where we do not fear open

these core values in our roles at onsemi. These

discussion or questions. When a decision has

values apply equally to us all — employees andbeen made, we work to support it. We comply

directors alikewith all legal requirements and hold ourselves tothe highest standards of ethical conduct.

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2

Purpose of Our Code of Business Conduct
Our Code is a guide to help us adhere to ourInstead, our Code highlights key issues andCompany’s high ethical standards — and ouridentifies policies and resources to help us makeown. It summarizes many of the laws that apply

successful decisions for ourselves and for

to our jobs at onsemi. It also describes theonsemi. We have a responsibility to know andethical values we share. Of course, complying

follow all Company policies and procedures,with the law is only one part of an ethicalincluding those referenced within our Code.

culture. We must also do business in a way thatis consistent with our core values.
Our Code does not cover every situation that
we might encounter in our daily business.

Responsibility and Accountability
As employees, officers and directors of

it promptly to your manager, supervisor, BEL,

onsemi, we each have a personal responsibility

the CCO or the VP, Ethics and CSR. You may

to read and abide by our Code and the law. We

also report your concerns to any member of the

expect that our customers, suppliers, agents,

Law or Human Resources Departments. If you

consultants, licensees, contractors, service

prefer to report your concerns anonymously —providers and other business partners will

where allowed by local law — you can submit afollow similar principles. Therefore, we mayreport using the Compliance and Ethics Helpline

never ask any of these third parties to engage(“Ethics Helpline”).

in any activity that we may not engage inourselves. Wherever we do business, we are

In addition, onsemi is a member of thealso expected to comply with all applicable laws,

Responsible Business Alliance (RBA). Ourrules, regulations and standards. If a conflictmembership means we are committed toexists between our Code and local law, follow

the RBA Code of Conduct through all of our

the more stringent standard or seek guidanceinternal operations, as well as our supply chain.

before acting. If you have any questions or

In particular, management and operations

concerns about suspected unlawful or unethicalpersonnel are expected to review the RBA Codeacts, check with your manager, supervisor,of Conduct and apply it in their respective areas

Compliance and Ethics Liaison (“BEL”) orof responsibility. The RBA Code of Conduct is

the Chief Compliance Officer (“CCO”) or theavailable at http://www.responsiblebusiness.org/

Vice President, Ethics and Corporate Social

standards/code-of-conduct/.

Responsibility (“VP, Ethics and CSR”). If you areaware of an actual or potential violation of ourCode or the law, you have an obligation to report
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Additional Responsibilities of Managers and Supervisors
All of us have an obligation to report suspectedmodel by showing respect and consideration

violations of our Code and the law. However,for each of your associates. You must also be

those of us in leadership roles have an added

diligent in monitoring, reviewing and preventing

responsibility to prevent violations of our Codeunethical or unlawful conduct at onsemi. If

from occurring. Managers and supervisors are

you are a manager or supervisor who is aware

expected to perform according to our standardsof such conduct or who receives a report ofof ethical conduct, in both words and actions.

such conduct, you must immediately notify

If you are a manager or supervisor, you are

the appropriate BEL, the CCO, the VP, Ethics

responsible for promoting open and honest

and CSR or the Law or Human Resources

communications. You must be a positive role

departments.

Audits, Investigations and Disciplinary Action
Our Company investigates all reports of actual

Violations of our Code and/or the law willor suspected misconduct. Reported information

lead to disciplinary action, up to and including

will be treated as confidential, to the extent

termination.

permitted by local law. Our CCO and the
VP, Ethics and CSR, in coordination with the
Corporate Internal Audit Department, may also
perform audits of compliance with our Code,as necessary.

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HOW TOGET HELP
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HOW TO GET HELP
Seeking Guidance
Seeking guidance and reporting concerns

We should report any situation where we believe,

are important parts of maintaining our ethicalin good faith, that an individual working for orculture. Our open door policy gives us theon our Company’s behalf is violating our Code,freedom to approach any level of management

Company policy or the law. If you witness anwith our concerns. Our Company has also

actual or potential violation, please reach out toestablished the Ethics Helpline, which can be

any of the following:

accessed by telephone or online. When using
the Ethics Helpline, you can request to remain
anonymous, where allowed by local law. All
reports made in good faith will be treated•Your BEL•

The CCO•Any member of the Law or Humanpromptly and professionally, and without risk ofretaliation.

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Resources Departments•

Your manager or supervisor•

The Ethics Helpline

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Reporting Concerns
The Ethics Helpline is available by phone toll-free,If you are unsure whether you have the most

24 hours a day, seven days a week. Translators

current information regarding the Ethics Helpline,

are available in all languages onsemi employees

please check with the CCO, the Law Department

and directors speak. Alternatively, questions andor your BEL for the latest update.

reports may be made to the Ethics Helpline online
at the web address listed below. Keep in mind

Ethics Helpline:that using the Ethics Helpline is subject to local

U.S.: 1-844-935-0213

laws and regulations.

All Other Locations:
See “Addendum” to this Code of Conduct for

The Ethics Helpline can be accessed in any

a detailed breakdown by country

country where we have a significant presence,

Online: helpline.onsemi.com

provided that certain limitation may apply as

CCO direct phone: 1-602-244-5226

required by local law. Any changes to procedures

VP, Ethics and CSR direct phone:governing the use and operation of the Ethics

1-602-244-6888

Helpline will be communicated to all employees.

No Retaliation
You should feel free to report any suspectedagainst you for making a good faith report will beviolation of the law or the Code without fear

subject to disciplinary action, up to and includingof your employment being affected. Acts oftermination. Likewise, making reports you know

retaliation against anyone who raises a concern

to be false is also unacceptable, and may subject

in good faith will not be tolerated. (You make a

you to disciplinary action.

complaint in “good faith” if you make an honest
attempt to provide accurate information.) Any
person who takes any action in retaliation

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For more information, please see our
Non-Retaliation Policy.

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SHAREHOLDERS
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SHAREHOLDERS
At onsemi, we preserve the integrity of our assets, information and filings for the benefit ofour shareholders.

Protecting onsemi Assets
We owe it to our Company and our shareholders

Further, you should not have any expectation of

to safeguard Company assets entrusted topersonal privacy with respect to any personalus. We must protect these assets from loss,

use. For instance, any messages or records

damage, misuse or theft. These include ourcreated or transmitted via onsemi systems

funds, products and network and computer— including electronic documents, e-mail,systems. We must use them only for lawful

voicemail, and instant messages — regardlessbusiness purposes.

of whether you have personal passwords orfilings systems. For reasons related to safety,

Although you may make occasional, incidental

supervision, security and other concerns,

personal use of some of these resources, any

onsemi may inspect persons and property onsuch use must be kept to a minimum and must

Company premises at any time and withoutcomply with our Company’s policies.

notice, subject to applicable local laws.

onsemi may access and inspect all Company
resources that you use for personal activity, suchas computers, servers and systems, telephones,
voicemail systems, desks, lockers, cabinets,
vehicles and other equipment belonging
to onsemi.

Q: I have worked on the same team at an onsemi factory for several years now, and myco-workers and I are quite close. However, I suspect that one of my co-workers may be stealing
precious metals from our Company. At first, I noticed her pocketing some items from our supply
closet. I didn’t say anything at the time, because I didn’t think it was a big deal. Now I am noticingthat product counts are off. I can’t say for sure that she’s stealing them, but I have a feeling she
might be. Should I report my suspicions, even if I’m not certain?

A: Yes. If true, this violates our Code and the law. Even if your co-worker is not responsible forthe missing materials, it is important to report her behavior to your manager, supervisor or BEL.

That way, your co-worker can receive help, if needed, and our Company can avoid incurring muchlarger losses. Remember that you will not face retaliation for reporting your concerns in good faith.

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Confidential and Proprietary Information
We all have a duty to safeguard our Company’s

If you have a business need to disclose

confidential and proprietary information. We

confidential and proprietary information to a thirdmust mark such information accordingly, store

party, that third party must sign a nondisclosure

it securely and limit access to those who haveagreement before receiving this information. We

a business need to know it. This applies to third

have a duty to protect such information at all

parties, as well as our fellow onsemi employees.

times. In fact, our duty continues even after our

In addition, we must take care not to discuss

employment ends.

such information in public places where others
may overhear. Confidential and proprietary

Just as we expect others to respect our

information includes:

intellectual property rights, we must respect therights of others. This means following licensing•

Product or software designs, processes,
techniques, compilations or formulas.

•

Customer contracts and/or pricing
information.

•

Business proposals and/or responses tocustomer requests for proposal.

•

Company budget Information and data.

•

Non-public company financial data,
analyses or reports.

Department.

•

Engineering logbooks, notebooks,
development folders, drawings, etc.,
relating to technical data generated for
new products or processes.

For additional information, please refer to•Market plans, product road maps, or risk
evaluations.

not sure where to find those policies. See also•

Press releases (prior to official
announcements).

•

Personnel files, personal employee
information (salary data, private or family
records, etc.) and medical records.

•

Long-term business plans and strategic
business plans.

•Computer passwords.

and other similar arrangements, as well as
respecting others’ rights in their confidential
information, trade secrets or intellectual
property. If you are uncertain whether you havethe right to use or copy any software or othercopyright-able material for your work (including
open source software), please contact the Law

our Classification, Marking and Protection of
Proprietary or Confidential Information Policy.
Please ask your manager or supervisor if you are
the “Crossing National Borders” section of thisCode regarding additional disclosure restrictions.

Q:

I In my role at onsemi, I have helped develop and implement new engineering processes thathave improved the way we do business. I am proud of my contributions in this area, and would liketo recommend these processes as a consultant for other companies. May I do this?

A:

No. Engineering and other processes are considered our Company’s confidential proprietary
information, and must not be shared outside of onsemi. Disclosing this information to third parties
can damage our reputation and competitive standing. If you have any questions about what may beconsidered confidential proprietary information, consult your BEL, the CCO, the VP, Ethics and CSRor the Law Department before sharing. In addition, if you are considering outside employment, see
the 11 “Conflicts of Interest” section of this Code for more information.
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Privacy
We strive to protect the personal information of

Just as we must protect personal information,

our employees, customers and other persons

we also have a responsibility to protect the datawith appropriate safeguards. Those of us whoand confidential information of third parties.

have access to personal information must

We must never use or disclose any third-party

safeguard it from inappropriate or unauthorized

confidential information unless we have theiruse or disclosure and follow all applicable

express permission. You should consult with

Company policies and security protocols for

the Law Department or Human Resources

handling this information, as well as the privacy

before sending such information outside of theand data protection laws that apply to our work.

Company.
For more information, please refer to ourPrivacy Policy.

Social Media and Internet Use
The Company acknowledges that its employees

proprietary information through our use of

do explore and engage in social and online

these sites. We must also ensure that we do

communities. We must approach the online

not attribute personal opinions to our Company

worlds in the same way we do the physicalor post inappropriate or offensive material, or

one — by using sound judgment and common

material that violates our Company policies.

sense — and by adhering to the Company’s

Examples of unacceptable messages attributed

values, Initiative, Integrity, and Respect. Whether

to or affiliated with our Company include:

or not an employee chooses to participate in
an online social network, blog, wiki or any other•onsemi or its directors, employees orform of online publishing or discussion is his

stakeholders

or her own decision. The Company recognizes
that emerging online collaboration platforms are•

Disparaging or slanderous remarks about
our competitors

changing the way individuals and organizations
communicate and acknowledges the importance

Disparaging or slanderous remarks about•Statements based on race, creed, color,of participating in these online conversations. Asage, gender, physical disability or sexualsuch, we are committed to ensuring that all oforientation

us participate in online social media in the rightway.

•

Statements about our Company’s products
or services that are inaccurate, misleadingor untrue

As part of our commitment to protecting
confidential proprietary information — such as
customer information, product information, trade
secrets and other information not generally
made available to the public due to its sensitive
nature — we must never disclose confidential

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For more information, please see our Social
Media Policy and related policies. If you are
unsure about where to find this policy, pleaseask your manager or supervisor.

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Q: I frequently participate in a number of social networking sites, where I indicate that I’m

an employee of onsemi. I never use Facebook or LinkedIn while at work, and rarely talk about
my job. Recently, after lengthy negotiations, I secured a large new contract with a well known
organization for our Company. I posted on my Facebook that my hard work had paid off, and that
I finally closed the deal with this organization. I also noted the organization by name, since they
are publicly held, and my Facebook account is private. Is this okay?

A:

No. While engaging in social media can be a great way to create opportunities for our
Company, we must never reveal onsemi confidential and proprietary information to people
without a business need to know it. Even if your account settings on social networking sites are
set to “private,” chances are you are still sharing information with many people who don’t have abusiness need to know it. By identifying yourself as an employee at onsemi, and disclosing a new
deal that has not yet been made public, you are putting yourself andonsemi at serious risk. This information could be considered “inside information,” which would
violate securities laws in addition to our Company’s Insider Trading Policy andDisclosure Policy. Additionally, the contract itself may be subject to confidentiality provisions thatprohibit disclosure.

If you disclose confidential Company information through social media or networking sites, delete yourposting immediately and report the disclosure to your manager or supervisor, BEL or the Law Department.
For more information about what constitutes inside information, please see the following section.

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Inside Information and Securities Trading
Through our work at onsemi, we may comeWe are not allowed to trade in securities or

across information about our Company

similar investments based on inside information.

or another publicly traded company that

Doing so is called “insider trading,” and isis considered inside information. “Insideagainst the laws of many countries in which

information” is material, nonpublic information

we do business. We must also avoid “tipping”

that an investor would consider important whenothers — or providing inside information to themmaking the decision to buy, hold or sell stock.

so that they can make an investment decision

Some common examples of inside information

based on inside information. Tipping is also

include:illegal under insider trading laws.

•

Unannounced acquisitions or divestitures•

Nonpublic information about our
Company’s financial results•

Pending or threatened litigation•

Significant new product developments•

Changes in senior management

For more information, please see our Insider
Trading Policy. If you have any questions about
trading in onsemi stock, please contact the Law
Department before you conduct any securities
transactions.

Q: I overheard an executive say that our Company is planning to sell a major business line. Am I

allowed to buy or sell Company stock based on the information I overheard?

A: No. We are not allowed to trade in onsemi securities based on inside information. In this case,the information you overheard is likely material, nonpublic information. If this occurs, you should

contact the Law Department before any transactions involving onsemi securities. For more details,
please refer to our Insider Trading Policy.

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Accuracy of Company Records
Our Company records form the basis for our

All of our financial books, records and accounts

financial reports and other public disclosures.

must accurately reflect transactions andTherefore, honest and accurate recording andevents. We must never make false or artificial

reporting of information is crucial to making

entries. Further, we must always follow required

responsible business decisions. This includes

accounting principles, as well as our Company’sbusiness data, such as quality, safety andinternal controls. For example, when a payment

personnel records, as well as all financial

is made, it can only be used for the purpose

records. As a public company, it is essential

spelled out in the supporting document. If youthat the information we submit in our Company

suspect any accounting or auditing irregularities

records is complete, timely, accurate andor fraud, you should report them immediately.

understandable. Incomplete or untimely records
can damage our Company’s reputation andsubject onsemi and the individuals involved tolegal liability.

Providing Financial Information
At times, we may be called upon to provide

obtaining and providing complete and accurate

information for our public reports. Our Company

business and financial information is crucial for

expects us to take this responsibility very

us to comply with the law.

seriously. In doing so, we must provide prompt
and accurate answers to inquiries related to our

For more information, please see ourpublic disclosure requirements. Remember that

Disclosure Policy.

Special Responsibility
The Finance Department, certain Company•

Each member of the Board of Directors

officers and the directors of onsemi have a•

The principal executive officer

special responsibility to promote integrity within•

The principal financial officer•

The principal accounting officer or

our Company. They are expected to ensure
the accuracy and completeness of the public

controller, or persons performing similar

disclosures our Company provides. Because ofthis special role, the following individuals are
required to know and understand the financial
disclosure laws that apply to their work:

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functions•

Each member of the Finance Departmentof onsemi Corporation and each of its
subsidiaries

Violations of financial disclosure laws will be

VP, Ethics and CSR or the Law Department. If

viewed as severe offenses that may result

you prefer to report on an anonymous basis,in disciplinary action, up to and including

where allowed by law, you may submit a reporttermination. This includes failing to reportto the Ethics Helpline. Remember, it is against

potential violations by others. If you believe that

Company policy to retaliate against anyone who

a violation has occurred, contact the CCO, themakes a good faith report of violations.

Q: One of my responsibilities at onsemi is entering customer order information. Recently, mymanager asked me to make some adjustments to an order. Specifically, she told me to accelerate
the recorded order date in order to boost this quarter’s sales. It didn’t seem normal to me, but I did
as I was told. I shouldn’t question my manager in this situation, should I?

A: Yes, you should. If something doesn’t seem right to you — even if your manager is the one

asking you to do it — you should report the situation to a resource with which you feel comfortablesuch as your BEL, the CCO, the Law Department or the Ethics Helpline. In this case, your manager
may be asking you to improperly record a customer order. This action compromises the integrity of
our records and could put onsemi — as well as you and your manager — at risk of legal liability. Bymaking a report, you are doing the right thing for yourself, for onsemi and for our shareholders.

Recording and Retaining Business Communications
At times, our business records andretention and management policies.

communications may become public. This

On occasion, you may receive notice that

can happen through litigation, government

documents you manage are needed ininvestigations or the media. In addition

connection with a lawsuit or government

to ensuring our records are clear, truthfulinvestigation. If you receive such notice, you

and accurate, we must also maintain theirmust not attempt to alter, conceal or destroy

professional appearance. Avoid exaggeration,

the relevant information. If you are unsure as tocolorful language, guesswork, legal conclusions,what information is relevant, contact the Law

derogatory remarks or characterizations

Department. For more information, please seeof people and companies. This applies to

our Record Retention/Destruction Policy. Pleasecommunications of all kinds, including email andask your manager or supervisor if you are unsure

informal notes or memos. Records should always

about where to find this policy.

be managed in accordance with our record

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EMPLOYEES AND
DIRECTORS
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EMPLOYEES AND DIRECTORSAt onsemi, we respect each other’s dignity.

Constant Respect
As a global company, we value the diversity ofIn addition, onsemi does not tolerate

individuals from around the world. Our Company

discrimination. We only make employment

understands that it takes a variety of opinions,decisions based on qualifications, talents

ideas, beliefs and practices to be successful. We

and achievements — not on characteristics

embrace these differences, and treat each otherprotected by law. Such characteristics include,with respect and fairness at all times. To that

but are not limited to race, religion, color,

end, we are committed to preventing practices

national origin, sex, gender, gender identity

such as forced labor and human trafficking.

or gender expression, age, disability, marital

onsemi provides reasonable working hours,

status, sexual orientation, genetic information,

fair compensation, and humane treatment tomilitary and veteran status or any other legally

everyone who performs work on our behalf.

protected trait. We comply with applicable laws,

We expect our customers, suppliers andregulations, standards and rules wherever weother business partners to follow these same

do business. This includes discrimination, childprinciples. In doing so, we embody the corelabor and wage and hour laws. We also provide

values upon which our Company operates.

reasonable accommodations as needed for
those with disabilities and religious beliefs andpractices.

Harassment Avoidance
Respecting each other as individuals also•

Harassment may be sexual or nonsexual innature. It can be verbal, physical or visual, andits definition may vary from country to country.
At onsemi, however, harassment is any conductthat has the purpose or effect of creating an
intimidating, hostile or offensive environment.
Common examples of harassment include:•

Derogatory comments, slurs or namecalling•

Offensive or derogatory displays or
gesturesmeans we do not engage in harassing behavior.
•

Assault, bullying, intimidation or unwanted
touching

Regardless of the form it takes, abusive,harassing or offensive conduct is unacceptable
at onsemi. If you are uncomfortable with a coworker’s conduct, you are encouraged to speak
up. You may report harassment to your manager,
supervisor or BEL, submit a report to the Ethics
Helpline or contact the CCO. Keep in mind that
onsemi will not tolerate any act of retaliation

Unwelcome sexual advances

against you for doing so.

For more information, please see our Human Rights Policy and Slavery and
Human Trafficking Policy Statement

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Q: Recently, my country of origin has been prominent in the news for its political struggles. Someof my co-workers have respectfully asked for my thoughts on the matter, which doesn’t bother me.

However, one co-worker has been making insensitive comments about my culture and stereotyping
me based on what he’s heard. When I don’t respond to his insults, he says worse things. When I
threaten to tell our supervisor, he tells me it’s all in good fun and that I should lighten up. I feel like I
can’t win. What can I do in this situation?

A: Your co-worker is harassing you, and it’s putting you in an uncomfortable situation at work.

You have already told your co-worker that his behavior is unacceptable — now you should takeaction and tell your supervisor, or another resource with which you feel comfortable. Don’t let theoffending co-worker talk you out of reporting his behavior. onsemi does not tolerate derogatory
comments or bullying in the workplace, and will take appropriate action in all cases of harassment.

Safety and Health
Our Company is committed to keeping ourFinally, our Company is committed to aworkplaces free from hazards. We are each

workplace free from the use of illegal drugs

responsible for maintaining a safe workand the abuse of alcohol, which could prevent

environment. We do this, in part, by following all

us from doing our jobs safely and effectively.

safety and health rules and practices in place.

Working under the influence of drugs or alcohol

When accidents or injuries occur, we have acreates risks for us and our fellow co-workers.

responsibility to report them. The same applies

Therefore, we may not possess, distribute or beto equipment, practices or conditions we believe

under the influence of illegal drugs or improperly

are unsafe. If you suspect a potential health orused prescription medication while on Company

safety issue, reach out to your local health andpremises, or when conducting Company

safety representative, or your BEL.

business. Furthermore, we must not be impairedby alcohol while performing Company business.

A safe, healthy environment is one that is also
free of violence. We must never act in a waythat is threatening or intimidating. Any violent
or threatening behavior should be reported
immediately to a supervisor, local security or
Human Resources. If you or your co-workers
are in immediate danger, contact the local
authorities.

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CUSTOMERS AND CONSUMERS
onsemi is driven to meet and exceed our customers’ expectations.

Product Quality and Safety
We maintain our Company’s valuable reputation

products. We damage our good name if we shipby producing safe, quality products. We do so

products or deliver services that fail to live up toby following all quality processes and safety

our Company’s high standards. If you have any

requirements in place in the locations wherequestions or concerns relating to product quality

we work. We also comply with all applicableand safety, you should consult your manager,

standards and regulations on the development,

supervisor or the Quality Department.

manufacture, sale and distribution of our

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Sales and Marketing
We build long-term relationships with our

We deal fairly with our customers, as well as ourcustomers through honesty and integrity.

suppliers and other business partners. We only

Therefore, our marketing and advertising mustobtain business legally and ethically. Bribes oralways be accurate and truthful. We never

kickbacks are never acceptable. For additional

issue deliberately misleading messages or omit

information about customer gifts, travel andimportant facts about our products or services.

entertainment, see the “Conflicts of Interest”

In addition, we do not make false or disparaging

section of this Code.

claims about our competitors’ offerings.

Customer Confidential Information
We protect the private information of ouraccess to it. Never misappropriate or misusecustomers and consumers just as carefully as

such information. For more on this topic, see theour own. Only those who have a business need

“Confidential Proprietary Information” section of

to know confidential information should havethis Code.

Government Customers
When dealing with government customers, it isfollow all such laws, complying with all of theimportant that we abide by the laws, regulations

legal and contractual obligations that apply

and procedures that apply to government

to us worldwide. When we use suppliers orcontract work. Such laws generally put strict

subcontractors to fulfill our commitments, welimits on gifts, entertainment and travel offeredcommunicate these same requirements to them.

to government officials. They also often apply tothe hiring of current or recently retired officials

If you deal with government officials andand their families. Further, these laws govern

contracts, you are responsible for knowing

any conduct that may create, or appear toand complying with applicable laws andcreate an improper influence. Many other laws

regulations. If you have any questions, pleasestrictly govern accounting and billing practices

consult your manager, supervisor, BEL or theapplied to the fulfillment of government

Law Department.

contracts and subcontracts. We take care to

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22

BUSINESSPARTNERS
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BUSINESS PARTNERS
Building quality relationships with other like-minded companies gives onsemi
a competitive advantage.

Doing Business with Others
We only conduct business with partners whoenhance our reputation and add value forour shareholders. To this end, we seek to dobusiness with companies whose values are
similar to our own. We do not work with third
parties who act in illegal or unethical ways.
We expect our business partners to comply
with local environmental, employment, safety
and anti-corruption statutes. onsemi business
partners are also expected to follow our Code.

Agents and Consultants
Our dealers, distributors, agents, finders andconsultants are paid reasonable fees andcommission rates. This means that the valueof the product received, or the work actually
performed is compensated fairly and withoutbias. We do not pay commissions or fees that wehave reason to believe are or will become bribes.

Subcontractors
Subcontractors play a vital role in fulfilling manyof our contracts. The subcontractors we choose
must preserve and strengthen our reputation byacting consistently with our Code.

Joint Ventures and Alliances
onsemi only partners with companies that share
our commitment to ethics.

Q: I maintain relationships with several onsemi suppliers. I recently learned that one suchsupplier is under investigation for the improper disposal of hazardous materials. I then researchedpublicly available information and found that this particular supplier has been fined for similar
practices in the past. I think it could be very damaging for our Company to continue this business
relationship. What should I do?

A: Your concerns are valid. It appears that this supplier has a history of behaving illegally andunethically. You are encouraged to report your findings to the head of our Global Supply Chain
Organization, your BEL, the Ethics Helpline, the CCO or the VP, Ethics and CSR to help
onsemi fully investigate the matter. After reviewing the facts, onsemi can decide whether toterminate the business relationship. In any case, you are doing the right thing by bringing yourconcerns forward.

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Purchasing Practices
We make purchasing decisions based solely in• The services or products to be provided

the best interests of our Company. Suppliers• The basis for earning payment

win our business because of the quality of
their products or services, prices, delivery andquality. We document all purchasing agreements
and similar commitments. Those of us withpurchasing responsibilities must also clearly
identify all of the following:• The applicable rate or fee
Keep in mind we only make payments that are
equal to the services or products provided.
Bribes will not be tolerated.

Business Partner Confidential Information
We protect business partner information that isbusiness need to know it. In addition, we expect

sensitive, privileged or confidential just as weour business partners to protect the confidential

do our own. Confidential information should be

information we provide them.

shared only with those who have a legitimate

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COMPETITORS

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26

COMPETITORS
We compete aggressively and with integrity.

Competitive Information
Our Company recognizes the value in obtaining
information about our competitors. However, we•

Misrepresent our identities or intentions togain access to nonpublic informationmust only use lawful and ethical means to gather
such competitive information. This means that
we never:If you come across the trade secrets or
confidential information of another business, you
should report it to your manager or supervisor•

Steal proprietary information•

Obtain trade secret information without

If you have questions about whether information

the owner’s consent

gathering is legal or ethical, please contact your•immediately. Do not use or disclose it to others.

Ask past or present employees of ourcompetitors to share their companies’
confidential information

manager, supervisor, BEL, the CCO, the VP,
Ethics and CSR or the Law Department.
You may also submit your questions using the
Ethics Helpline.

Q: I recently attended an industry conference, where representatives from many of onsemi

competitors were present. The conference was held at a luxury hotel and resort across the country
from where I work. When I went to the business center to print out my boarding pass for the
returning flight, I overheard a few people discussing new product developments. I realized thatthey all worked for one of onsemi major competitors, and had no idea who I was. The information I
overheard could be very useful for onsemi. What should I do?

A: If you find yourself in a situation in which competitive information is being disclosed, don’t sit

and listen. Chances are, the information is confidential and you are not supposed to overhear it.

Let the other parties know that you inadvertently heard them, and that they should resume theirconversation in private. When you return from the conference, report the situation to your manager,
supervisor or BEL for documentation. Most importantly, if the information was confidential, do notuse or share the information you overheard. Doing so is unethical, and may be illegal.

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Fair Competition and Antitrust
We comply with the “competition” or “antitrust”

It is important to note that even the appearance

laws of the many countries where we doof an agreement between competitors could

business. Competition laws exist to preserve

violate competition laws. Exercise caution when

free trade in the marketplace. They allow

attending trade associations or other meetings

consumers access to quality products andand events where onsemi competitors may

services at fair prices. These laws are complex

be present. If a representative of a competitor

and vary from country to country. They

attempts to discuss any of the above topics

generally prohibit entering into formal or informal

with you, stop the conversation immediately.

agreements with competitors that restrict trade.

Make it clear that you are not participating in any

These include:

agreement with this competitor. Then, promptly
report the incident.

•

Allocating or limiting customers, contracts,
territories or products and services

If you have questions about competition laws,•

Setting prices or terms of saleand how they apply to your work, please consult•

Limiting production or research andthe CCO, the VP, Ethics and CSR or the Law

development•

Department.

Refusing to conduct business with, or“boycotting,” a customer or supplier•Standardizing the features of available
products or services•

Refraining from selling or marketingcertain products or services•

Attempting to monopolize or eliminate
competition

Q: I recently ran into a friend from college who now works for one of our competitors. She asks

me about onsemi in a way that makes me think she might want to work here. She then surprises
me by telling me that if our Company increased prices, her company would have room to charge
more for their products as well. What do I do?

A: First, stop the conversation. Make it clear to your friend that you won’t be part ofanticompetitive talks. Remember, even an informal understanding between competitors may be
a violation of our Code, our policies and competition laws. Then, report the situation to the Law
Department or CCO for follow-up.

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COMMUNITIES

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COMMUNITIES
onsemi is a responsible citizen in all the communities where we do business.

Community Service
We serve society by providing energy efficient

onsemi a better place to work. To learn moreinnovations. In addition, we actively support

about Company-sponsored programs andthe communities where we operate. We believe

volunteer opportunities, please contact yourthat giving back to our global communities

local grant advisor (see list here) or email

strengthens our ethical culture and makes

foundation@onsemi.com.

Personal Community Activities
In addition to the many programs andinterfere with our job performance or harm ourorganizations onsemi supports, our Company

Company’s reputation. If you choose to support

encourages us to contribute to causes thatan organization or cause, you may not pressure

are important to us as individuals. We arefellow co-workers to support or contribute toeach free to support community, charity andthis cause. This is true whether the cause ispolitical organizations and causes of our choice.

political, religious or charitable in nature. In

However, we must make it clear that our views

addition, never attempt to influence anotherand actions are not those of onsemi. We

onsemi employee or director to share or express

must ensure that our outside activities do notyour views.

onsemi Political Activities
Participation in political activities is a very

perceived as those of onsemi.

sensitive and complex area, and strict laws

Requests for political contributions to support

govern our political activities as a Company.

political parties or committees, or to support or

For this reason, onsemi does not make political

oppose ballot propositions or initiatives, should

contributions to individual candidates. As

be referred to the CCO, the VP, Ethics and CSR

individuals, we may not use our Company’sor the Law Department. Lobbying activities

name, funds, employee work time, property,

or government contacts on behalf of ourequipment or services to support individualCompany should be coordinated with the Headcandidates or to committees supporting orof Government Affairs Department in the Law

opposing individual candidates; make sure

Department.

that your political views and activities are not

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30

Environment
We respect the environments in which we livethe environment, or are improperly handled

and work. This means, in part, that we comply

or discarded, promptly notify your local

with all applicable environmental laws in all

Environmental Health and Safety representative.

countries where we operate. Our Company is

You may also contact your BEL, the Ethics

also committed to protecting our environment

Helpline, the CCO or the VP, Ethics and CSR toby minimizing the impact of our operations.

report such incidents.

We operate our businesses in ways that foster
sustainable use of the world’s natural resources.

For more information, please see ourAs employees and directors of onsemi, we

Climate Change Policy.

support this commitment by complying with ourCompany’s environmental policies and programs.
If you suspect hazardous materials are entering

Q: I work in an onsemi manufacturing facility where I come into contact with hazardous

materials. Our Company has very clear procedures outlined for the handling of these materials.
However, when I stepped outside on my break yesterday, I witnessed two of my co-workers
dumping these materials directly into a dumpster instead of following protocol. I can’t imagine why
they would do that. Should I tell someone?

A: Yes, you should report what you observed immediately. What your co-workers are doing is

not only dangerous, it is against the law. Hazardous materials are strictly regulated and must be
disposed of properly. Doing otherwise puts our environment, our surrounding communities and ourCompany — including our fellow employees — at risk.

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Communicating with External Audiences
It is vital to our culture and operations that we atdetails, please refer to our Media Relations site.

onsemi speak with one voice. Doing so ensures

Similarly, requests from financial analysts andprofessional and consistent communications

shareholders should be forwarded to the headacross the globe. For this reason, onlyof Investor Relations. When it comes to external

designated spokespersons are approved tocommunications, we are each responsible forrespond to or communicate with outside parties

complying with our Disclosure Policy.

— namely members of the media, industry
analysts, financial analysts and investors. By

We are expected to cooperate with requests

having these spokespersons on hand, we

for information from government agencies andavoid having our words taken out of context

regulators. The information we provide themby reporters or other members of the media ormust be truthful and accurate. Never alter orother external organizations.

destroy documents or records in response to an
investigation or other lawful request.

If you receive a request from the media for
information, for an interview or to author a

You should also consult with the CCO, the VP,

technical article or present a paper, you should

Ethics and CSR or the Law Department before

forward the request to a member of the Media

responding to any non-routine requests. If you

Relations team, who will handle the request

are in doubt, ask one of the resources available

or provide support and guidance. For more

to you for guidance.

Q: I am an onsemi employee. In my spare time, I contribute to an industry-related blog, where I

predict and discuss changes in the market as well as advancements in research and development. I
am careful not to share any of onsemi confidential proprietary information, basing my contributions
solely on publicly available information. After a recent posting, I have been contacted by a journalist
regarding onsemi involvement in pending litigation. I happen to know that these allegations
are false. I respond to the journalist to let her know this, and also to let her know that I do notappreciate her contacting me personally regarding my Company. Do I need to tell anyone about
this?

A: Yes, you do. Your correspondence with the journalist was not appropriate. If a member of themedia contacts you directly to ask questions about onsemi, you should not respond. You should
explain the circumstances that led up to this journalist contacting you to the Media Relations(External Communications) department, so that onsemi can ensure you are acting within our

Disclosure Policy and other related policies. Responding to this journalist without being authorized
to do so allows for the possibility for misinformation. When in doubt, ask before acting. Also, for
information on the appropriate use of social media, please see the “Social Media and Internet Use”

section of this Code.

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GOVERNMENTS

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GOVERNMENTS

We comply with the laws of the countries in which we operate.

Anti-Corruption Laws
We must abide by all anti-corruption laws

We must also ensure that our distributors,

everywhere we do business, without exception.

agents, consultants and other business partners

This includes the U.S. Foreign Corrupt Practices

refrain from engaging in corrupt practices on

Act (FCPA), which applies to our businesses

our behalf. We cannot make any payment to a

globally, and other similar applicable anti-

business partner, or any third party, if it will becorruption laws in each country where we doused for a prohibited payment. When we engage

business. Anti-corruption laws, in general,with business partners, we do our utmost to

prohibit offering or paying anything of value

ensure that they demonstrate high standards of— including cash, gifts, travel, meals andethical conduct.

entertainment — to any government official toinfluence the performance of official functions

Many anti-corruption laws also require thatand to retain or obtain business. Government

we maintain accurate and transparent books

officers or employees at any level — including

and records. Every one of us, regardless of theemployees of labor unions, political parties andcountry in which we work, must abide by thesestate-owned or state-controlled enterprises, as

requirements, even where corrupt practices may

well as candidates for public office — may be

be expected or customary.

considered “government officials.”
As a reminder, our Company prohibits all formsof bribery, not just bribery involving government
officials. See the “Sales and Marketing,” “Doing
Business with Others,” “Purchasing Practices”
and “Gifts and Entertainment” sections of thisCode for more information.

Q: I am currently overseeing the team that is upgrading a new onsemi manufacturing facility.

Local law enforcement has halted construction, citing an expired work permit. I don’t think that thisclaim is legitimate, but it is the only thing keeping us from making headway on this project, so I am
seeking a renewal. The law enforcement agents I’m working with have all but demanded I pay thema fee to have this permit reinstated. What should I do?

A: Don’t pay the agents any money until you’ve talked to your BEL, the CCO or the Law

Department. You are likely being asked to pay a bribe, which is prohibited by the FCPA and theanti-corruption laws in many of the countries in which we work. Law enforcement agents are
considered government officials, and the laws that govern our interactions with them are very
strict. Paying bribes to them is not just unethical — it is also illegal. By reporting the incident rightaway, you can receive proper guidance from onsemi’s Law Department.

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Crossing National Borders
As a global company, we deliver our products

In addition, “importing” occurs when we bringaround the world. When engaging in importing

goods or services we purchase from one

or exporting, we comply with applicable U.S.

country into another. This activity is also subject

and other national and international laws,

to various laws and regulations. In particular,

regulations and restrictions. An “export” occurs

importing may require us to pay duties andwhen a product, service, technology or piecetaxes, or submit certain filings.

of information is shipped to a citizen of anothercountry — regardless of where they are located.

If you travel internationally on Company

It can also occur when technology, technicalbusiness, you are subject to laws governing what

information or software is provided in any way —you import and export. We are each responsible

including verbally — to a citizen of anotherfor knowing the laws that apply to us. If in

country. Before you engage in any export

doubt, check with the Import/Export Complianceactivity, verify the eligibility of the shipping

Manager or Law Department for guidance.

location and recipient. You must also obtain all
required licenses and permits, as well as pay allproper duties.

Q: I am preparing a large shipment to send to another country. Prior to shipment, my customer

contact tells me that, after receiving the shipment from our Company, she is responsible fordelivering those products elsewhere. Specifically, she will be exporting the products to anothercustomer, in a country I happen to know is blacklisted. This surprised me, but I didn’t say anything.
After all, since our Company is not shipping the products directly to the blacklisted country, it
doesn’t affect us. Did I do the right thing?

A: Not in this case. When engaging in export activity, we have a responsibility to know where

our products are going, and to whom they are being delivered. Since the customer told you that
she intends to send this product to a country with which we are prohibited from doing business,
you have knowledge of the end user. Knowing that this is occurring, and not reporting the situation
immediately, potentially exposes onsemi — even if we do not directly export the product to theblacklisted country.

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Economic Sanctions and Boycotts
No matter where in the world we are conducting

A number of countries have also enacted

business, we have a duty to follow economic

laws that prohibit companies like onsemi

sanctions and trade embargoes. Such sanctions

from participating in or cooperating withare typically used by countries to support

an unsanctioned international boycott. It is

foreign policy and national security. If you areimportant that we comply with all anti-boycott

unsure whether your trade activities comply withlaws that apply to our work. If you receive aapplicable sanctions and trade embargoes, yourequest to boycott an individual or country,

should consult the Import/Export Compliancereport the situation to the Import/Export

Manager or Law Department for guidance.

Compliance Manager immediately.

Money Laundering
Our duty to comply with all laws means we are

In particular, if your work involves the selection

committed to the global fight against moneyof or procurement from third parties, be on thelaundering. “Money laundering” is the process

lookout for red flags that may signal moneyby which persons or groups try to conceal illegal

laundering activities. For example, ensure thatfunds, or otherwise try to make the sources

parties you are doing business with and theirof their illicit funds look legitimate. To prevent

management maintain a physical presence,money laundering, it is important for us toare engaged in legitimate business and have

perform “know your customer” due diligenceproper compliance processes in place. Bewareon customers, suppliers and other businessof unusual transactions (such as large cash

partners who wish to do business with our

payments) and report any suspicious activity toCompany.

the Law Department or CCO, or the VP, Ethics
and CSR without alerting the third party.

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CONFLICTS
OF INTEREST

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CONFLICTS OF INTEREST

We make business decisions based on the best interests of our Company.

General Guidance
When it comes to business decisions, oursome of the more common examples of conflictactions must be based on the best interests ofsituations. Keep in mind that, while having a

our Company. We must not allow our personal

conflict of interest is not always a violation ofactivities, investments or relationships to

our Code, not disclosing the conflict is. For thisinterfere with those of onsemi. Such “conflicts ofreason, you are required to disclose to yourinterest” must be actively avoided in order for us

manager, supervisor, BEL or the CCO all conflicts

to continue to perform our jobs objectively.

of interest.

Many types of conflicts may arise. Below are

Outside Employment
Our Company recognizes that, at times, weshould never use Company property or time formay seek outside employment. However, we

any outside employment. If you are considering

may not work for or receive payments from any

outside employment and are unsure about

competitor, customer, distributor or supplier

whether it needs approval, ask your manager,of onsemi without prior approval. Even where

supervisor, BEL, Human Resources, the CCO

approval is granted, we must take appropriate

or the VP, Ethics and CSR. In countries wheresteps to separate Company and non-Company

applicable, see also your Employee Handbook on

activities. Any outside work you perform must

this topic.

not hinder your duties at onsemi. In addition, you

Q: I have worked at onsemi for many years. I’m considering using some of the skills andknowledge I’ve acquired through my work at onsemi to offer additional services to our existingcustomers. I won’t conduct my personal business during work hours, and wouldn’t think of using
our Company’s assets to further my own interests. May I do this?

A: No. Starting a side business that offers services to existing onsemi customer base is a

conflict of interest. Receiving payments from a customer raises issues for both you and onsemi —especially if your business competes with any of the services our Company offers. Keep in mind
that it is not acceptable to perform work for any third parties with whom our Company conducts
business without prior approval. Also remember that, by disclosing the potential conflicts before
acting, onsemi can help you make the best possible decision for all involved.

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Board Memberships
Just as with outside employment, it is important

Board of Directors. Helping the community by

to disclose any outside board memberships. If

serving on boards of nonprofit or community

you serve on a board of directors or similar bodyorganizations is encouraged, and does notfor an outside company or government agency,

require prior approval. See the Company’s

you must obtain the advance approval in writing

Corporate Governance Principles for additionalfrom the CCO, Law Department or the onsemi

information on this topic.

Family Members and Close Personal Relationships
Conflicts of interest may also arise when

In addition, we must not use personal influence

we work with our relatives or close friends.

to get our Company to do business with a

In particular, we must not share a reporting

company in which our family members or friends

relationship with relatives. Being in a situation

may have an interest. If you have relatives orwhere we are responsible for evaluating,close friends that work for a company onsemi

promoting or making hiring decisions about

does business with, you should let your manager

relatives or close friends may create theor supervisor know immediately. Be sure toappearance of favoritism or preferential

discuss any difficulties that might arise, andtreatment. If such a situation arises, disclose it

take appropriate steps to minimize conflicts of

to your manager or supervisor immediately. To

interest.

be clear, “relatives” include spouses, children,
stepchildren, parents, stepparents, siblings,

Further, relationships with prospective orin-laws, uncles, aunts, nieces, nephews andexisting suppliers, contractors, customers,

spouses of any of the above. Relatives also

competitors or regulators must not affect our

include individuals in a romantic, dating or otherindependent and sound judgment on behalf of

intimate or committed relationship; or individuals

our Company. Remember, the important thing

sharing a significant living arrangement or

is to avoid even the appearance of bias. If suchfinancial or business relationship that could

a situation arises, disclose the facts to yourinfluence preferential treatment in the workplace.

manager or supervisor immediately.

For more information on working with relatives,
see our Employment of Relatives Policy.

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Loans to Employees and Directors
A conflict may also arise when an employee or

may also create a conflict of interest. In fact,director, or a member of that person’s family,

most loans made to directors and officers arereceives improper personal benefits as a result

prohibited by law. Before accepting any suchof their position at onsemi. When we make loans

loans or guarantees, seek advice from the Law

to fellow employees or guarantees of another

Department.

person’s obligations for personal reasons, it

Investments
Sometimes, our personal investments might

must not be so significant that it could influenceaffect or appear to affect our ability to make— or appear to influence — our judgment on

unbiased business decisions on our Company’s

Company issues. If there is any doubt about how

behalf. It is most likely to create the appearance

an investment might be perceived, it should beof a conflict if we have an investment in adisclosed to your manager, supervisor or BEL,

competitor, supplier, customer, distributor or

and discussed

similar party with whom onsemi conductswith the CCO, the VP, Ethics and CSR or thebusiness. Our investment in such companies

Law Department.

Corporate Opportunities
In the course of our work at onsemi, we may

take an opportunity for ourselves, we may notcome across information regarding businessdirect others to do so in our place. In addition,

opportunities in which our Company may

we do not, directly or indirectly, buy or acquire

be interested. We must never pursue suchrights to any property or materials if we know

opportunities for our personal benefit. Doing sothat our Company may be interested in pursuing

can create a serious conflict. Just as we may notsuch an opportunity.

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Gifts and Entertainment
Exchanging gifts and entertainment is a common

We also do not accept entertainment that ispractice in many locations where we work.

excessive in value. In most cases, we can accept

Appropriate exchanges for business purposes

entertainment that is reasonable, customary andcan help foster goodwill between our Company

infrequent in the context of the business. Thisand other companies or individuals with whom

includes accompanying a business associate

we do business. Gifts are not always physicalto a cultural or sporting event, or to a businessobjects. They might be services, favors ormeal. Speak with your manager, supervisor, yourother items of value. Entertainment can be

BEL, the CCO, the VP, Ethics and CSR or the Law

a meal, a sporting event or other outing that

Department before accepting any entertainment

includes a representative of both onsemi andthat may affect or appear to affect our

the other party. Please remember that any gift

independent judgment.

or entertainment must be unsolicited and must
adhere to all policies of both the provider’s andIf accepting the entertainment might appear to

the recipient’s businesses.

influence your independent judgment on behalfof onsemi or may otherwise seem inappropriate,

Gifts and Entertainment
Received by Employees
and Directors of onsemi

turn down the offer, pay the true value of the

When working in our capacity as employees or

Law Department.

entertainment yourself or discuss the situation
with your manager, supervisor, your BEL, theCCO, the VP, Ethics and CSR or the

directors of onsemi, we may not accept giftsthat are excessive in value. If you are offered

In some rare situations, it would be impractical oror receive a gift of significant value, you shouldharmful to refuse entertainment or return a gift.

discuss it with your manager, supervisor, BEL,

When this happens, discuss the situation with

the CCO, the VP, Ethics and CSR or the Law

your manager, supervisor, your BEL, the CCO,

Department. Where possible, seek advancethe VP, Ethics and CSR or the Law Department.

approval for such gifts. Further, we do not

They can help you determine the best course of

accept bribes, kickbacks or payoffs. Accepting

action to protect you and onsemi, as well as the

such improper payments from others is illegal

business relationship.

and unethical.

Q: A few potential suppliers have submitted proposals to our Company and I play a significant

role in the selection process. One of these potential suppliers sent me tickets to a local sporting
event with a card that indicates the supplier “looks forward to future business.” I would love totake my family to this event and I don’t feel like the gift makes me biased in any way. May I accept
the tickets?

A: Likely not. You should report the gift to your manager, supervisor or BEL right away todetermine the proper course of action. However, keep in mind that anti-corruption laws apply
to even the appearance of bias. So, if you accept the gift and this supplier ends up winning thecontract, it could appear as though you accepted a bribe. Another factor to consider is that the
supplier would not be attending the event with you. This immediately rules out the possibility of theevent having a business purpose.

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Gifts and Entertainment Given by
or Provided by onsemi

Some business situations call for giving gifts.
Any gifts we offer must be legal, reasonable
and approved in advance by a manager orsupervisor. Just as we never accept bribes, wemust also never pay them.

guidelines address this. Ask your manager,
supervisor or BEL if you have one for yourregion.
We do not provide illegal forms of entertainment,
nor do we offer entertainment that violates
the policy of the recipient’s government
or organization. The employees of many

We may provide entertainment that isreasonable, customary and infrequent in thecontext of the business. If you have a concern
about whether providing entertainment isappropriate, discuss it with your manager,
supervisor, BEL, the CCO, VP, Ethics and CSR or
the Law Department in advance.

government entities around the world areprohibited from accepting gifts or entertainment.
For this reason, you should obtain approval fromyour manager or supervisor before entertaining
a government official or before gifts are offered
to any third party, including government officials.
For gifts or entertainment above a nominal value,
seek approval from your BEL, the CCO, the VP,

It is important to understand that gift-giving andentertainment practices vary among cultures.
Our local gifts and entertainment policies andEthics and CSR or the Law Department. See ourGifts, Entertainment and Hospitality Policy for
additional information.

Q: I am sending out holiday gift baskets to some of our valued customers this season, as a wayof thanking them for their business. The baskets are modest in value, and I would like to include
multipurpose gift cards, among other things. One of our customers has a strict policy against
receiving gifts, but I don’t want to treat this customer unfairly. What should I do?

A: It is onsemi policy not to give gifts of cash or cash equivalents such as gift cards, so theinclusion of multipurpose gift cards would not be appropriate. In fact, the only exception to thispolicy has been in cases of weddings or funerals in locations where local custom calls for cash
gifts. In these cases, we are required to request waivers to the prohibition on cash gifts. See the“Waivers of the Code of Business Conduct” section at the end of the Code for more detail. Even incases where a gift would otherwise be allowed under onsemi Company policy, onsemi respects
the policies of the gift recipient’s organization. This means you should refrain from sending giftbaskets to customers with such policies and instead talk to your manager, supervisor or BEL about
acceptable alternatives. See our Gifts, Entertainment and Hospitality Policy for more information.

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42

TravelAcceptance of Travel Expenses
We may generally accept transportation andlodging costs provided by a supplier or otherthird party, so long as the trip is for a valid
business purpose, and does not affect orappear to affect our independent judgment.
Such provision of transportation or lodging mustalso be approved in advance by your manager
or supervisor. All travel costs accepted mustbe accurately recorded in your travel expense
records.

recipient’s organization, our Company may pay
transportation and lodging expenses incurredby customers, agents or suppliers in connection
with a visit to an onsemi facility or productinstallation. The visit must be for a businesspurpose, however. Examples include an on-site
visit to examine equipment, or participate intraining.
In particular, records must be kept for travel bygovernment officials that is sponsored or paid
for by our Company. Any such sponsorship must
be approved in advance by the CCO, VP, Ethics

Providing Travel
Unless prohibited by law or the policy of theand CSR or the Law Department and a SeniorVice President or above at onsemi.

Waivers of the Code of Business Conduct
Waivers are granted only in rare circumstances

executive officer, principal financial officer,

and after careful deliberation. If you believe

principal accounting officer or controller,that an exception to any of the guidelines set

persons performing similar functions, or any

forth in this Code should be considered, contact

other executive officers of onsemi, and waivers

your immediate supervisor. If your immediate

granted to its directors, will be granted only

supervisor agrees that an exception shouldby the Board of Directors. Such waivers will be

be considered, he or she can seek advice

disclosed to the public as and when required

from a BEL, in consultation with the CCO,

by the laws and rules of the Securities and

VP, Ethics and CSR and Board of Directors, if

Exchange Commission and NASDAQ.

necessary. Waivers granted to the principal

Interpretations
The CCO, VP, Ethics and CSR has beenraise any compliance and ethics issues related todesignated by the Board of Directors as thethe Code. You may also call the Compliance andperson ultimately responsible for interpreting

Ethics Helpline on an anonymous basis (see theand applying the guidelines in this Code to“Reporting Concerns” section at the beginning ofspecific situations in which questions may arise.

the Code) or contact the CCO or the VP, Ethics

As an onsemi employee, you should contact

and CSR directly.

your designated BEL within your organization to

43

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onsemi Employee and Director
Acknowledgment Form
Code of Business Conduct

I have read the Code of Business Conduct and I certify that:•

I understand the Code of Business Conduct•

To the best of my knowledge, I am in compliance with the Code of Business Conduct•

I will continue to comply with the terms of the Code of Business Conduct and the terms of any
revisions made to it•

All conflicts of interests have been disclosed to my manager, supervisor, BEL, or to Human
Resources, the Chief Compliance Officer or the VP, Ethics and CSR (see “Conflict of Interest”
section of the Code of Business Conduct for more information)

I understand that, subject to local laws and regulations, failure to sign this Acknowledgment Form or tocomply with terms of the Code of Business Conduct could result in disciplinary action, up to and including
termination. I also understand that I will be expected to read and acknowledge my compliance with theCode of Business Conduct on an annual basis.

Name (printed)
Signature
Employee or Commerce ID
Date

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44

A MESSAGE FROM OUR CEO
onsemi is driving disruptive innovations to help build a better, more sustainable future. While this is a big
statement and must remain a key tenet in our day-to-day lives, it is critical that we remain steadfast andhonor our ethical foundation. The semiconductor industry and our target application markets are incrediblycompetitive. Whether you are a new employee or have been a part of the onsemi team for years, it is importantto reflect regularly on who we are and how we conduct ourselves in the course of doing business. We must not
lose sight of who we are and what we stand for.
We are onsemi; a team of talented individuals that live our core values of respect, integrity and initiative. They
are not just words, but a mindset that flows through every interaction or decision we make on behalf of ourcompany.
Our Code of Business Conduct (“Code”) outlines the broad principles of legal and ethical business conductembraced by our company. The Code also provides detailed information and resources to assist you in theevent you are faced with ethical issues or concerns. At onsemi, we take our Code seriously and expect ourteam worldwide to uphold these principles. We will take every effort to protect the confidentiality of teammembers that report concerns anonymously using our Ethics Helpline. We will not tolerate acts of retaliation
against any employee who, in good faith, seeks guidance or raises a concern.
Our Code embodies ethical and legal guidelines for each of us to apply in our day-to-day business dealings,
as well as personal activities that relate to our company. While it does not cover all legal or ethical situations
we may face, it does summarize many of the laws that we must know and follow in the locations where we dobusiness. We encourage you to report any and all concerns regarding failure to comply with those laws to ourchief compliance officer or any member of the law department. By acknowledging our Code every year, we are
all agreeing to follow the same high ethical standards as our fellow colleagues.
We are all proud of our company, products, reputation and commitment to doing business with honesty andintegrity. Please join me and our board of directors in a renewed commitment to our Code this year.
Thank you in advance for taking the time to review our Code and to live by it each day as an employee
of onsemi.

Hassane El-Khoury
President and CEO

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ADDENDUMCOUNTRYHELPLINE NUMBER

Australia

1-800-94-8150

Belgium

0-800-748-19

Canada1-844-935-0213

China

400-120-0176

Czech Republic

800-142-490

Finland0800-41-3682

Germany

0-800-0010086

Hong Kong

800-964-146

India

000-800-9191055

Ireland

1-800-851-150

Israel

1-809-477-265

Italy

800-761697

Japan

0800-123-2333

Korea

00798-11-003-9294

Malaysia

1-800-81-9976

Netherlands

0800-0224703

AT THE ENGLISH PROMPT, DIAL

Philippines (Alabang, Carmona, Cebu)• Landline or Mobile with Smart, Digitel/Sun Providers:
1800-1322-0333• Mobile with Globe Provider: 105-11, at the English prompt
dial 844-935-0213• Factory landline: 4567

Philippines (Tarlac)• Landline or Mobile with Smart, Digitel/Sun Providers:
1800-1322-0333• Mobile with Globe Provider: 105-11, at the English prompt
dial 844-935-0213• Factory landline: **123

Romania

0800-890-295

Russia8-800-301-83-98

Singapore

800-492-2389

Slovakia

0800-002-591

Slovenia

080-688802

Spain

900-999-372

Sweden020-88-15-32

Switzerland

0800-000-092

Taiwan00801-49-1584

Thailand18-0001-4543

Turkey0800-621-2119

United Kingdom

0800-098-8332

United States

1-844-935-0213

Vietnam (VNPT)

1-201-0288

844-935-0213

Vietnam (Viettel)

1-228-0288

844-935-0213

Vietnam (Viettel)

1-228-0288

844-935-0213

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www.onsemi.com

Code of Business Conduct

COBC/D • Rev. 12, Aug. 2021
Copyright © SCILLC, 2021