**Exhibit 11.1**

 

 

 

 

**Code of Ethics for Directors and Executive Officers**

 

Article 1        Purpose 

 

This code of ethics (the “Code”), together with the “Basic Management Objective”, the “Company Creed”, the “SevenPrinciples”, the “Code of Conduct” and other internal codes that must be complied with, stipulates the fundamental ethical items with which all directors and executive officers (the “Directors and Executive Officers”) ofMatsushita Electric Industrial Co., Ltd. (the “Company”) are to comply in performing their duties and business activities. 

 

Article 2        Fundamentals of Performing Duties and Business Activities 

 

2.1      Directors and Executive Officers shall conduct theirduties and business activities with high ethical standards and in good faith. 

 

2.2      Directors and Executive Officers shall not engage in acts, transactions, etc., that create actual or apparent conflicts of interest between the Company and themselves; provided, however, that theforegoing shall not apply to any conflict the details of which have been reported to and received the prior approval of the board of directors pursuant to related laws, rules and regulations, and internal codes. 

 

2.3      Directors and Executive Officers having specialinterests in particular acts, transactions, etc., shall not attend any board of directors meeting regarding such acts, transactions, etc., or at least shall not participate in resolution approving such acts, transactions, etc., at such meeting.

 

Article 3        Disclosure ofFinancial and Other Corporate Information 

 

The Chairman,President, and Directors and Executive Officers in charge of finance and accounting and related business activities shall disclose the corporate information of the Company, such as financial information, fully, fairly, timely and understandablypursuant to related laws, rules and regulations. The Chairman, President, and Directors and Executive Officers in charge of finance and accounting and related business activities shall establish and maintain a system for performance of duties andbusiness activities that enables such disclosure. 

 

Article4        Reporting Violations and Appropriate Measures 

 

4.1      Directors and Executive Officers shall promptly make a report to the President, concerned Directors and Executive Officers, and statutory auditors if any acts, transactions,etc., in violation of the Code relating to themselves or other Directors and Executive Officers should occur. 

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4.2      The Company shall, upon receiving a report as provided for in the immediatelypreceding paragraph, promptly carry out appropriate measures, including disciplinary action against Directors and Executive Officers in breach, pursuant to related laws, rules and regulations, and internal codes. 

 

Article 5        Compliance with Related Laws and theCode 

 

Directors and Executive Officers shall recognize thathonest and ethical conduct constitutes the basis of all business activities conducted by the Company throughout the world, and shall strictly comply with related laws, rules and regulations, and the Code. 

 

 

Article6        Disclosure of the Code 

 

The Code shall be properly disclosed pursuant to related laws, rules and regulations. 

 

 

Article 7        Modification and Abolition 

 

Any modification or abolition of the Code shall be made by resolution of theBoard of Directors. 

 

Supplementary Provision 

 

The Code shall become effective on March 1, 2004.