**Exhibit 11.1**

 

**ASM International N.V.**

 

**Code of Ethics**

 

**Our Commitment toQuality**

 

An integral part of ASM’s commitment to quality is inconducting our company’s business with integrity and honesty. We believe that a company’s reputation for ethical and fair business practices is the foundation upon which it can build long-term relationships and achievements. As a member ofthe global corporate community, and a leader in a technology industry that is helping to shape our future, we are keenly aware of our responsibility to uphold the highest standards in our business and accounting practices, that not only maintain thetrust and credibility of our customers and shareholders, but promote the culture of ethical and responsible growth. 

 

The following outlines the basic principles of **ASM International’s Code of Ethics.**Its provisions are applicable to the members of the ASM SupervisoryBoard and Management Board and all ASM employees. It is the responsibility of the Management Board and each Regional Manager to ensure that these principles are communicated to and observed by all ASM employees. 

 

**Standards of conduct**

 

We shall conduct our business with fairness, honesty, integrity and respect for the interests of our stakeholders in a wide variety ofsocial, political and economic environments. 

 

We will safeguard thecompany’s assets, exercising responsible use and control over any and all assets and resources entrusted. We will protect the Company’s confidential proprietary information, and the proprietary information of suppliers and customers.

 

**Competition**

 

ASM supports the principles of free enterprise and fair competition. We aim to meet customer’s needs, faster and better than ourcompetitors. To this end ASM will compete vigorously but fairly and within the framework of applicable competition laws. 

 

**Conflicts of Interest**

 

ASM employees must avoid activity that leads to a conflict of interest. This includes, but is not limited to acceptance and giving of personal gifts or hospitality,to or from ASM stakeholders, other than gifts of nominal value or reasonable hospitality given in the ordinary course of business. Any agreement or understanding regarding favours or benefits in exchange for the gifts must be avoided. Gifts of otherthan nominal value may not be accepted without full disclosure to and prior relevant clearance from the employee’s supervisor. 

 

ASM and its employees will not pay or offer to pay bribes or illicit payments to government officials or candidates, or other parties, in order to obtain or retainbusiness 

 

**Compliance with laws and regulations**

 

ASM and its employees shall uphold and comply with the applicable governmental laws,rules and regulations and respect the customs, of all the countries in which ASM operates. 

 

**Insider trading**

 

Information that is not publiclyavailable and can be viewed by a reasonable investor as potentially having an affect on ASM’s stock price is considered “material” information. By law, a person in possession of such information is considered an “insider.”

 

Any person using such information to trade in ASM securities or to causeothers to execute trades, is in violation of securities laws and our Insider Trading Policy, and will be subject to the consequences of such actions. Please refer to the ASM Insider Trading Policy for more information, the latest version of whichcan be found on our Corporate Website. 

 

**Finance and Accounting**

 

Senior corporate and financial management, including without limitation, the Presidentand CEO, the CFO and the Controller, shall provide fair, accurate, timely and understandable financial disclosure in all documents filed with regulatory authorities in the US, Amsterdam and Hong Kong, and in public communications. Furthermore, thesepersons shall ensure that all information is communicated objectively, disclosing all relevant information that could be deemed material. 

Senior corporate and financial management will not influence accounting personnel, with regard to accountingjudgments and estimates for the purpose of modifying reported financial results. 

 

Records of transactions shall be maintained in an accurate complete and timely manner in accordance with our accounting policies. No unrecorded funds or assets shall be established or maintained. 

 

**Risk Management and Internal controls**

 

We shall give due consideration to assessing the business risks and the quality of ourbusiness controls, including internal controls over financial reporting, as well as to implement control improvements. 

 

**Human resources**

 

At ASM, every employee has an equal opportunity for personal recognition and career development, regardless of personal background or belief. The same policy applies to recruitment of employees. No form of discrimination orharassment will be tolerated. An important part of this policy is selecting, rewarding and promoting people who demonstrate entrepreneurial behaviour and show individual initiative in combination with a high degree of knowledge and experience of theproduct, local market and culture. 

 

**Health, Safety & Environment**

 

We are committed to protect, maintain and promote the safety, health and generalwell-being of our workforce. We provide a safe and secure work environment for all employees, and for the use of materials and equipment. 

 

We promote high standards of product safety, energy conservation and environmental quality, with an ongoing commitment to reduce emissions and waste in all ourplants and facilities. 

 

**Whistleblowing**

 

We encourage ASM employees to report to management promptly any breach or suspectedbreach of this Code of Ethics or other Company guidelines. 

 

In mostcases, violations shall be reported to the next level of management. If not appropriately addressed or if reporting to the next level of management would not be appropriate under the circumstances, a violation should be reported to a member ofsenior management or the Management Board. 

 

If an employee has anyconcerns regarding questionable accounting or auditing matters, he or she may also notify a member of the Audit Committee. 

 

Any reports or complaints by employees under this code shall be dealt with strictly confidentially and investigated promptly by management or the Audit Committee,as the case may be. ASM will not retaliate or undertake action against any employee for filing a report or complaint under this Code of Ethics or for assisting in any such report or complaint. Please refer to our Whistleblower Policy for moreinformation. 

 

**Waivers**

 

Any request for a waiver of any provision of this Code of Ethics for members of theSupervisory Board, members of the Management Board or other executive officers of ASM must be in writing and addressed to the Supervisory Board, which shall have the sole authority to approve any such waiver. Any waiver of this Code of Ethics shallbe disclosed promptly. 

 

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