Introduction

NXP aims to be a responsible business partner, and to behave responsibly towards our customers and other business partners, our employees and in the communities where we operate. The application of the Code is of prime importance in making decisions about whether or not to enter into or continue relationships with business partners, such as contractors, suppliers and distributors, or to participate in joint ventures.

The Code is not an all-encompassing document, but formulates the minimum requirements for our behavior on behalf of NXP. Additional local rules of business conduct or ethical behavior may be made by BU, Operations, Corporate, and Country Management wherever necessary, as long as such rules are consistent with our values, our reputation, and the contents of the Code.

Reporting Ethical Concerns

We encourage anyone (including employees, contractors, suppliers, distributors, and customers) to report in good faith any issues or concerns about potential ethical, legal, or regulatory violations, including improper, unethical or unlawful business practices such as fraud or bribery. NXP investigates all concerns raised and resolves each consistent with the law and the Code.

You can report your concern to NXP by e-mail, or letter; in English or your local language. You may choose to report to any one of the following:

The NXP Ethics Reporting email account: code.compliance@nxp.com

The NXP Legal & Compliance Counsel, NXP Semiconductors, High Tech Campus 60, 5656AG Eindhoven, The Netherlands

Although you may submit your concern anonymously, providing your name and contact information will enable us to contact you if we need additional information during the course of the investigation

The NXP Code of Conduct

The NXP Code of Conduct (the “Code”) sets out the values that guide us as we work to fulfill our ambitions in the company. It applies equally to all our activities on behalf of NXP worldwide.

NXP Code of Conduct PDF

Auditor Independence Policy

The Auditor Independence Policy was put in place to ensure that the External Auditor is capable of exercising objective and impartial judgment on all issues encompassed within its engagement.

Auditor Independence Policy PDF

Insider Trading Code

Insider Trading Code PDF

Board of Directors

Powers, Composition and Function

Under our articles of association and Dutch corporate law, the members of the board of directors are collectively responsible for the management, general and financial affairs and policy and strategy of our company. Our executive director will be responsible for the day-to-day management of the company and for the preparation and execution of board resolutions, to the extent these tasks are not delegated to a committee of the board of directors. Our chief executive officer or all directors acting jointly may represent our company with third parties. A conflict of interest between the company and one or more of our directors is not expected to have any impact on the authority of directors to represent the company. Under our board regulation, a conflict needs to be reported to the board of directors and the board of directors shall resolve on the consequences, if any. Under current Dutch law, in case of a conflict, the general meeting of stockholders may at any time resolve to designate a person to represent the company. Although current Dutch law allows our directors to participate in deliberations and to vote on matters on which the respective director is conflicted, the Dutch corporate governance code and our board regulations do not allow directors to participate or vote on such matters. Our non-executive directors will supervise the executive director and our general affairs and to provide general advice to the executive director. Furthermore the non-executive directors will perform such acts that are delegated to them pursuant to our articles of association or by our board regulations. One of the non-executive directors is expected to be appointed as chairman of the board and another non-executive director is expected to be appointed as vice-chairman of the board of directors.

Each director will owe a duty to us to properly perform the duties assigned to him and to act in the corporate interest of our company. Under Dutch law, the corporate interest extends to the interests of all corporate stakeholders, such as stockholders, creditors, employees, customers and suppliers.

Our directors will be appointed for one year and will be re-electable each year at the general meeting of stockholders. The members of our board of directors may be suspended or dismissed at any time by the general meeting of stockholders. A resolution to suspend or dismiss a director will have to be adopted by at least a two thirds majority of the votes cast, provided such majority represents more than half of our issued share capital and unless the proposal to suspend or dismiss a member of the board of directors is made by the board of directors itself, in which case resolutions shall be adopted by a simple majority of votes cast.

The board of directors has adopted board regulations governing its performance, its decision making, its composition, the tasks and working procedure of the committees and other matters relating to the board of directors, the chief executive officer, the non-executive directors and the committees established by the board of directors. In accordance with our board regulations, resolutions of our board of directors will be adopted by a simple majority of votes cast in a meeting at which at least the majority of its members is present or represented. Each member of the board of directors has the right to cast one vote. In a tie vote, the proposal will be rejected. The above principles are laid down in Dutch law, the above mentioned board regulations and in our Articles of Association.

Articles of Association PDF

Board Regulations PDF

 

Board Committees

While retaining overall responsibility, we expect that our board of directors will be able to assign certain of its tasks to permanent committees. Members of the permanent committees will be appointed by the board of directors. The board of directors will also determine the tasks of each committee. The board of directors has established an audit committee and a nominating and compensation committee, each of which having the responsibilities and composition described below and in the attached charters:

Audit Committee

Our audit committee consists of five independent non-executive directors, Messrs. Goldman, Kaeser and Summe, Dr. Helmes and Ms. Southern. Mr. Goldman, who is appointed as chairman of the audit committee, qualifies as an “audit committee financial expert” as such term is defined in Item 407(d)(5) of Regulation S-K and as determined by our board of directors. Our audit committee assists the board of directors in supervising, monitoring and advising the board of directors on financial reporting, risk management, compliance with relevant legislation and regulations and our code of conduct. It oversees the preparation of our financial statements, our financial reporting process, our system of internal business controls and risk management, our internal and external audit process and our internal and external auditor’s qualifications, independence and performance. Our audit committee also reviews our annual and interim financial statements and other public disclosures, prior to publication. At least once per year, the non-executive directors who are part of the audit committee report their findings to the plenary board of directors. Our audit committee also recommends to our stockholders the appointment of external auditors. The external auditor attends most meetings of the audit committee. The findings of the external auditor, the audit approach and the risk analysis are also discussed at these meetings.

Nominating and Compensation Committee

Our nominating and compensation committee consists of four non-executive directors, Messrs. Huth, Meurice and Smitham, and Sir Peter Bonfield; all four members are independent directors under the Dutch corporate governance rules and under the NASDAQ and SEC compensation committee structure and membership requirements. Mr. Meurice is appointed as chairman of this committee. The nominating & compensation committee determines selection criteria and appointment procedures for members of our board of directors, periodically assesses the scope and composition of our board of directors and evaluates the performance of its individual members. It is responsible for recommending to the board of directors the compensation package for our executive directors, with due observance of the remuneration policy adopted by the general meeting of stockholders. It reviews employment contracts entered into with our executive directors, makes recommendations to our board of directors with respect to major employment-related policies and oversees compliance with our employment and compensation-related disclosure obligations under applicable laws.