Applied Materials is committed to upholding the highest ethical standards in our workplace and in our business dealings. Our values, including close to the customer, mutual trust and respect, and world-class performance, are the cornerstone of Applied Materials’ success. It is the responsibility of each of us to embrace the high standards we set for ourselves and to be a role model for our values. In most instances, our success is measured by what we do as well as by what we say.
Applied Materials has one set of Standards of Business Conduct that applies to its entire workforce around the globe. These Standards are intended to help guide you in making the best possible decisions. As a member of Applied Materials’ worldwide workforce, it is your personal responsibility to read, understand and comply with these Standards.
Given the complexity and constantly changing nature of our work, it is not always easy to make the right decision for Applied Materials. Each of us must take all responsible steps to address and resolve those issues in accordance with the policies outlined in these Standards of Business Conduct, as well as other Company policies. Nothing short of ethical and legal conduct is acceptable.
If you are ever in doubt about an action or unclear about Applied Materials’ expectations, we encourage you to consult with the resources available to assist you. Contact your manager, the Human Resources Department, the Law Department or our Company Ombudsman. You may also call the 24-hour global toll-free Ethics Hotline at 1-877-225-5554 or email the Ombudsman at The_Ombudsman@amat.com. We believe that good ethical decisions are made when adequate information and resources are readily available.
Applied Materials’ reputation for honest and fair business dealings developed and continues today through your dedicated efforts. We are committed to conducting business using the highest ethical standards and we expect the same from you.
Mike Splinter
Chairman of the Board
President and Chief Executive Officer
©1993, 2000, 2008, APPLIED MATERIALS, INC.
TABLE OF CONTENTS
At Applied Materials, we are committed to upholding the highest ethical standards in our work. Our reputation for honest and fair business dealings developed and continues today through the efforts of our workforce. It remains one of our greatest assets.
INTRODUCTION
These Standards of Business Conduct (the "Standards") are intended to provide information about Applied Materials' ethical standards and the resources available to assist you in applying these Standards. Every person who works for Applied Materials, its affiliates or subsidiaries, (the "Company") is expected to understand and comply with these Standards. For ease of reading, we have used the term "workforce" throughout this publication to apply to all persons working for the Company, including directors, officers, employees, contractors, temporary workers and consultants. We also expect those with whom we do business to comply with these Standards.
These Standards identify the legal and ethical parameters under which we conduct business around the globe. Although we cannot anticipate all situations that may arise, you may find it helpful to first ask yourself the following questions when faced with an ethical issue:
Would my conduct be legal?
Would my conduct be ethical?
Does my conduct comply with Applied Materials' policies?
Does my conduct appear appropriate or would I be embarrassed if someone knew about my conduct?
Who will be affected by my conduct?
Would it be improper for me to act or fail to act?
Would acting or failing to act make the situation worse?
Other resources are also available to help you determine an appropriate course of conduct. We expect you to bring any questions or concerns you may have about your ethical responsibilities or unethical or questionable conduct of others to the attention of the Company by discussing them with your supervisor or another member of management. If you are uncomfortable speaking with your supervisor, contact a management representative in the Human Resources Department or an attorney in the Law Department.
You may also call the toll-free Ethics Hotline at 1-877-225-5554 to seek clarification regarding ethical business conduct at Applied Materials, or contact the Office of the Ombudsman. The Ombudsman can be reached at x32153 in Santa Clara, by email at The_Ombudsman@amat.com, or in writing: Ombudsman, Applied Materials, Inc., 3050 Bowers Avenue, M/S 2062, P.O. Box 58039, Santa Clara, California 95054. You should mark your envelope confidential.
We believe these Standards provide us with the information and resources necessary to meet our ethical obligations to each other, to the Company, to our customers, suppliers and competitors, and to the public.
It is your personal responsibility to read and understand these Standards, as well as other Company policies, and comply with them both in letter and spirit. We encourage you to rely on your own high standards to work through ethical issues and to seek guidance, as appropriate. Ultimately, each of us is responsible for our own actions.
Applied Materials’ policy prohibits retaliation against any member of its workforce for reporting in good faith a violation of these Standards. You should not be afraid to report any misconduct.
Like all Company policies, noncompliance with these Standards constitutes grounds for disciplinary action, up to and including termination of employment. It should be noted that these Standards are intended to act in conjunction with and supplement applicable local law. You should consult with an attorney in the Law Department if you have specific questions regarding local law.
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CORE VALUES
By creating and maintaining an environment that supports our core values of honesty, integrity, trust, respect, teamwork, global awareness, positive social contribution and achievement, each of us has the opportunity to achieve excellence. Although everyone at Applied Materials must contribute to the creation and maintenance of a positive work environment, our executives and everyone in management have a special responsibility to lead by example and to set and communicate standards that allow all of us to excel.
All members of Applied Materials' workforce share the responsibility for mutual understanding and cooperation and for creating and maintaining a work environment in which discrimination is not tolerated. We believe that all individuals deserve consideration and respect regardless of sex, age, color, religion, national origin, ethnicity, ancestry, physical or mental disability, medical condition (including pregnancy and childbirth), marital status, sexual orientation, family care leave status or veteran status. This applies to all workforce-related decisions and actions including but not limited to recruitment, hiring, training, compensation, benefits, promotion and recreation.
Please refer to Applied Materials' Human Resources Policy Manual for additional information concerning appropriate conduct in the workplace. Some Human Resources policies may vary by region due to differences in local law.
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OBLIGATIONS TO APPLIED MATERIALS AND MEMBERS OF OUR WORKFORCE
CONFLICTS OF INTEREST
Generally, members of Applied Materials' workforce may conduct their personal, social and financial affairs as they wish so long as those activities occur outside of work hours and outside of the work premises. However, there are situations and activities that may pose a conflict between your interests and the best interests of the Company, thereby compromising your loyalty to Applied Materials. Conflicts of interest can also compromise your ethical judgment, objectivity, commitment to Applied Materials, and others’ perception of you and the basis upon which you make decisions. You should avoid any relationship, influence or activity that would cause or even appear to cause a conflict of interest.
Most of the time, we easily recognize a conflict of interest. However, sometimes it is less clear that a particular activity or situation may cause or appear to cause a conflict of interest. Applied Materials expects that you will not directly or indirectly engage in activities where your duties, responsibilities or loyalties to the Company may be compromised. You are expected to make or participate in business decisions based on the best interests of Applied Materials and not based on personal relationships or personal benefit.
Disclosure of Conflicts of Interest
At the time you joined Applied Materials, you signed an agreement that required you to disclose any potential or actual activity where your role or interest may be in conflict with the Company's interest. Although such activities are not automatically prohibited, written approval from the Office of the Ombudsman is required to participate in any such activity. Your obligation to provide written disclosure of potential conflicts of interest, or the appearance of conflicts of interest, and to have such activities reviewed and approved in advance by the Office of the Ombudsman, continues throughout the time that you work at Applied Materials.
Applied Materials’ business is constantly growing and evolving, and there are many instances where part of a particular organization might be conducting business in areas of which you are not aware. If you are uncertain whether your activities may constitute a conflict of interest, or even the appearance of a conflict of interest, consult with your supervisor, the Human Resources Department, the Law Department or the Office of the Ombudsman before taking action. The following are some specific examples of areas in which conflict of interest may arise, but it is by no means intended to be an exclusive list of the conflict of interests that must be disclosed and/or approved.
Outside Employment or Business Activities
You may not be employed by, or contract or consult with, a customer, supplier or competitor of Applied Materials or its related entities while employed at Applied Materials. You may not engage in outside business activities that compete or appear to compete with the interests of Applied Materials or adversely affect your performance at Applied Materials. Applied Materials' employees who engage in business activities or accept employment in addition to working at Applied Materials must obtain written approval from the Office of the Ombudsman before participating in such activity. All other members of the workforce, including contractors, temporary workers and consultants, who engage in business activities or accept employment in addition to working at Applied Materials that competes or appears to compete with the Company’s interests must disclose participation in such activity to the Office of the Ombudsman.
Outside Transactions
You may not engage in transactions on behalf of Applied Materials with any person or entity in which you or a member of your family has a substantial beneficial interest or in which you serve as a trustee or in a similar fiduciary capacity. You may not engage in significant financial transactions with other members of Applied Materials' workforce with whom you have a reporting relationship, or with whom you have a relationship which will pose, or appear to pose, difficulties for supervision, security, safety or morale.
Financial Interests in Other Companies
You may not hold a financial interest in any customer, supplier or competitor of Applied Materials or its related entities, unless such company is a publicly owned corporation. If the company is a publicly owned corporation, you may hold up to US$25,000 worth of stock or two percent of the company's outstanding shares, whichever is greater. You must obtain approval from Applied Materials' Chief Executive Officer or Board of Directors for any variance from this rule.
Outside Board of Directors, Advisory Boards and Venture Capital Funds
You may not serve as a director or advisor to any customer, supplier, or competitor of Applied Materials, its related entities, or a company in which Applied Materials has invested (except where service is at the request of Applied Materials). Similarly, you may not serve as a director or advisor to an outside company, venture fund, or other entity if such service would create a conflict of interest or the appearance of a conflict of interest. Prior approval from the Office of the Ombudsman is required for any member of our workforce to serve as a director, officer or advisor to an outside company. Vice Presidents and above may not serve as an officer or on the Board of Directors of any for-profit company without obtaining prior approval from the Human Resources and Compensation Committee of Applied Materials' Board of Directors.
Applied Materials’ Board of Directors
The Board of Directors of Applied Materials is committed to upholding the highest legal and ethical conduct in fulfilling its responsibilities and recognizes that related person transactions* can present a heightened risk of potential or actual conflicts of interest. Accordingly, as a general matter, it is Applied Materials preference to avoid “related person” transactions. The Audit Committee is responsible for reviewing and investigating any matters pertaining to the integrity of management, including conflicts of interest and compliance with the policies contained in these Standards of Business Conduct. All directors must recuse themselves from any discussion or decision affecting their personal, business or professional interests. Any review and possible waiver of the Standards of Business Conduct involving a director or a senior executive officer of Applied Materials will be granted only if it is in the best interest of Applied Materials and its stockholders. Any such waiver shall be disclosed in Applied Materials applicable filings with the Securities and Exchange Commission as required.
USE OF COMPANY ASSETS AND ELECTRONIC COMMUNICATIONS SYSTEMS
Each of us is personally responsible for the proper use of Company property, facilities and equipment. In our dynamic business, we must use Company assets as efficiently as possible and remain alert to opportunities for improving performance while reducing costs. Applied Materials prohibits the use of Company time, material, equipment or facilities for purposes not directly related to Applied Materials' business. In addition, you are responsible for protecting the Applied Materials' resources entrusted to you. You must not remove or borrow Company property without permission from the appropriate authority.
You are provided with access to Company telephones and computer terminals, and to voice-mail, word processing, Internet and other electronic communication or data storage systems for use in carrying out Company business. In general, these systems should not be used for personal purposes. You must not use Company resources to create, distribute, store, access or display messages or materials that are threatening, harassing or of an unprofessional or non-business-related nature. Similarly, you must not use Applied Materials' resources to create messages or materials for personal gain.
DATA PRIVACY
In an era where technology is constantly advancing, sensitive or other personal information relating to members of our workforce, other individuals or companies, such as birth dates, social security numbers, national identification numbers, home addresses, telephone numbers, credit card numbers or other sensitive or personal information, can be collected or aggregated on computer networks, screen displays, local hard drives, disks or external devices. Inappropriate or improper use of sensitive or personal information violates Company policy and may violate an individual’s legal rights. Further, such conduct could damage Applied Materials’ reputation, business partnerships and brand image and subject an individual who breaches any privacy or data protection law to personal liability. Sensitive and personal information must be protected and safeguarded against unauthorized access, use, modification, disclosure, destruction or loss.
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PROTECTION OF COMPANY INFORMATION
Everyday information shared within Applied Materials is Company property and must be used only for Company business purposes. You may not use Applied Materials' information for personal purposes or in employment positions outside Applied Materials.
Special attention must be given to Company information stored on computers and other storage devices such as mobile phones or PDAs. Accordingly, the following special efforts are required to safeguard Company information stored on computers:
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Always use the available software security systems in place including at a minimum the Windows™ screen saver password. |
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Be conscious of others who may observe the screen of the computer system you are using. Avoid working on proprietary information or handling data while traveling by aircraft or other common carrier where passengers are seated closely. |
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Verify that file permissions limit access to Company information to yourself and those with need to know. |
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Do not share your password with other co-workers unless requested to do so by the Company and change your passwords regularly. This simple rule can keep your data secure and avoid the possibility of your being held liable for others' actions. |
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PROTECTION OF CONFIDENTIAL INFORMATION
All members of Applied Materials' workforce must protect and not disclose information about the Company that is not generally available to the public or has not been published or widely disseminated ("Confidential Information").
Confidential Information may be technical as well as financial and business information. Examples of Confidential Information include, but are not limited to: actual or projected sales, earnings, backlog, gross margins, significant capital expenditures or significant borrowings; any sales or bookings by product lines, business unit, or by country or other geographic area; cost of products and services; customer and supplier lists; internal forecasts for shipments or bookings; product performance or product development schedules; drawings, process parameters, technology roadmaps, or inventions before patent filing; any action or event which has had or is likely to have a significant effect on the Company's anticipated annual sales or earnings, or which may result in a special or extraordinary charge against earnings or capital; major management changes, a reorganization or reduction in force; a proposed merger, acquisition or disposition of assets; staff information, including reporting structures, performance ratings or reviews, and salaries; technology or product roadmaps; specific customer or supplier confidential information, including sales, purchases or investment plans; and any other information that has not been published or publicly disseminated by Applied Materials in a press release, annual report, securities filing, or other public forum.
As a member of our workforce, you must follow Company guidelines to protect our Confidential Information, including the following:
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Ensure that a nondisclosure agreement, approved by the Law Department, has
been signed before providing any Confidential Information to any third party. |
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Limit access to Confidential Information, e.g., by limiting reproduction and distribution of confidential documents, to only those persons who have a genuine need to know. |
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Keep all confidential documents in locked areas and label such documents to indicate the degree of care that must be applied when handling and distributing to others. |
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Protect access to confidential information stored electronically. |
You should not disclose Confidential Information to: (a) any third party who has not signed or is not covered by a nondisclosure agreement or (b) any person inside the Company who does not have a need to know such information. Even in social situations, you should remember that you represent the Company.
Similarly, you must protect and not disclose Confidential Information about other companies that you obtain in the course of your employment, e.g., in the course of joint development, joint venture or acquisition or merger activities. In addition, you should refrain from commenting on our competitors', customers' or suppliers' businesses.
The Company's policy on handling Confidential Information applies to you both while you work at Applied Materials and after your employment at Applied Materials ends. Thus, you have a continuing obligation not to disclose Confidential Information you learned while working at Applied, and must return any Confidential documents you may have in your possession before the end of your tenure with Applied.
Confidential Information and the Internet
You should not post or share nonpublic information about Applied Materials in Internet discussion groups, chat rooms, bulletin boards and/or other electronic communications media, even under an alias, for any purpose. Even if your intent in providing information on Applied Materials is to "set the record straight" after seeing what you perceive as a false statement about the Company that has been posted by someone else, your posting might be misinterpreted, start false rumors and/or may be inaccurate, false or misleading.
In addition to violating these Standards, disclosing Confidential Information, participating in chat rooms and/or posting information about the Company on Internet investor websites or other electronic communications media could subject you to personal liability for violating U.S. securities laws and regulations, including Regulation FD (for “fair disclosure”) and the laws against insider trading and tipping, even if you yourself did not trade and even if you received no monetary benefit from such disclosures. Such conduct could also be a violation of other civil and criminal federal, state or applicable local laws.
Investor Relations/ Corporate Affairs
Unless explicitly authorized for a specific purpose, you should not have contacts or communications about any topics or matters related to Applied Materials or its related entities with the media, investors, stock analysts or other members of the financial community. All inquiries concerning or in any way related to the Company from stock analysts, investors or other members of the financial community should be promptly referred to Investor Relations. All inquiries concerning or in any way related to the Company from the press and media should be promptly referred to Corporate Affairs. Members of our workforce who have been specifically authorized to respond to inquiries should always do so in accordance with materials approved by Investor Relations or Corporate Affairs.
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PROTECTION OF OUR INTELLECTUAL PROPERTY
Our intellectual property (including but not limited to trade secrets, patents, trademarks, and copyrights) is the lifeblood of Applied Materials and protects the ideas, processes and information of the Company. Company “know how” may also be intellectual property. Company intellectual property is often Confidential Information, as discussed above. Each of us is responsible for protecting our Company's intellectual property.
You always should ensure that a nondisclosure agreement, approved by the Law Department, has been signed before providing any confidential information regarding the Company’s intellectual property to any person or organization outside of Applied Materials and that the parties subsequently continue to abide by the terms of the agreement.
Trade Secrets
A trade secret is information, including a formula, pattern, compilation, program, device, method, technique, process or “know how” that has economic value because it is not known to the public. A trade secret may be business information (plans, projections, customer lists, cost and customized pricing schedules, market data, etc.) as well as technical information (designs, semiconductor process data, formulas, etc.). In order to qualify as a trade secret, information must, in fact, be kept secret. If a trade secret is disclosed, Applied Materials may lose the ability to prevent others from using it. Members of our workforce who handle trade secrets must follow Company guidelines to protect this information, including the following:
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Limit access to documents containing trade secrets, e.g., by limiting reproduction and distribution of such documents to only those persons within Applied Materials who have a genuine need to know. |
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Number copies of documents containing trade secrets and maintain a list of those persons who have received copies. |
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Place confidential legends on all documents containing trade secrets. |
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Ensure that a nondisclosure agreement, approved by the Law Department, has been signed before providing trade secrets to a third party. |
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Store all confidential documents containing trade secrets in locked areas. |
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Shred or securely store excess or obsolete documents containing trade secrets. |
Inventions and Patents
All inventions, whether patentable or not, that you conceive or reduce to practice while performing employment activities or contractual duties at Applied Materials are the property of Applied Materials. An exception to this rule is for inventions that are not related in any way to Applied Materials' products, research or business, are developed entirely on your own time, and are developed without the use of any of Applied Materials' assets, equipment, facilities, or resources. After conceiving an invention, you must promptly submit an Invention Alert form to the Law Department, even if you are unsure or doubt that the invention is patentable or will be used in a product. Public disclosure of information regarding the product or service before the patent is filed may jeopardize the patentability of the product, and therefore your compliance with the Company’s non-disclosure policy is important.
Trademarks
Our Company logo is the most recognized symbol of Applied Materials and is designed to reflect consistently the Company's values and attributes. Professional use of the Company logo requires strict adherence to Company standards and trademark law. You must consult with Corporate Communications before using the Company’s logo or trademarks on printed documents, corporate gifts and other items.
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RECORDKEEPING AND ACCOUNTING PRACTICES
Records are a vital component in maintaining our high standard of ethical business conduct. Accurate and complete Company records must be kept by every member of Applied Materials' workforce. It is essential to record and report information accurately and honestly, without misleading, misrepresenting, misinforming, making false statements or omitting important information. The following activities are prohibited:
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Making payments for Applied Materials without supporting documentation or for a purpose contrary to that described in supporting documentation. |
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Establishing undisclosed or unrecorded Applied Materials' funds, assets or liabilities. |
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Making false or misleading entries in, or omitting important information from, Applied Materials' records. |
Applied Materials does not tolerate dishonesty, including false recordkeeping. You never should rationalize or even consider making false representations or falsifying records. If you are aware of or suspect false recordkeeping or representations by others, you must report such activities immediately to your manager, Global Internal Audit or the Office of the Ombudsman.
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BUSINESS GIFTS AND ENTERTAINMENT
At Applied Materials, we believe that business decisions must be based on objective standards and established business needs. We do not accept or offer gifts, favored treatment or entertainment except within strict guidelines.
As a general policy, members of Applied Materials' workforce are prohibited from offering or accepting gifts in connection with their business activities. Gifts are permitted only in specified circumstances where (a) applicable laws are not violated, (b) they are consistent with the Company's Gift Policy, (c) they are not given in violation of the Foreign Corrupt Practices Act or other anti-corruption laws, and (d) they are of limited value. Gifts must always be incidental to a legitimate business transaction or relationship. Gifts must also be compatible and appropriate in value and kind for the region and culture in which they are given. No gift should be given in order to induce or appear to induce any person to breach any duty or responsibility. Similarly, no gift should be given with the intent or the appearance of an intent to improperly influence a business relationship or decision.
The Applied Materials' Gift Policy prohibits the receipt of any gift from a supplier or customer of Applied Materials, except for gifts which do not exceed US$100 in value for holidays, births, deaths, weddings or similar occasions. In addition, you must disclose to the Law Department all gifts received in any 3-month period where the aggregate value of the gifts received exceeds US$100.
The Applied Materials' Gift Policy also requires the disclosure to the Law Department of the following:
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all gifts given which have a value in excess of US$100, or US$200 if an Applied Materials logo is attached; |
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all gifts given in any 12-month period to a single entity, where aggregate gifts exceed a value of US$500; and |
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all gifts given to a government employee, public official, political candidate or political party. |
Approval by a Corporate Vice President or higher ranking executive must be obtained to give a gift with a value greater than US$500. The Gift Policy also requires advance written clearance from an attorney in the Law Department for any gift being given to a government employee, public official, political candidate or political party.
Applied Materials' Gift Policy also contains rules for entertainment which, in general, require that reimbursable entertainment be for the benefit of Applied Materials. It is important that our actions are proper and appropriate according to Applied Materials' policies. We must take care to avoid even the appearance of impropriety.
Entertaining customers and suppliers is permitted only for the limited purpose of building business relationships. It is important that you act in accordance with Applied Materials' business goals and avoid any behavior that could be perceived as an attempt to influence decisions, to create an obligation to reciprocate, or to place anyone in a compromising position. Reimbursable expenses extend only to entertainment for the benefit of Applied Materials.
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INTERNATIONAL BUSINESS CONDUCT
Applied Materials recognizes that laws vary from country to country and that the global business environment is rapidly changing. Applied Materials expects members of its workforce to comply with applicable laws and regulations in their location that affect our business and to seek appropriate guidance when faced with issues and concerns. Without limitation, as a global company, Applied Materials prohibits the use of child labor.
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ANTI-CORRUPTION POLICY
All members of Applied Materials’ workforce may be subject to the U.S. Foreign Corrupt Practices Act (FCPA), U.S. commercial/private bribery laws, local anti-corruption and anti-racketeering laws in the countries in which Applied Materials conducts business. All members of Applied Materials’ workforce may not offer, promise or pay bribes or kickbacks or engage in other corrupt practices when conducting Applied Materials’ business.
The FCPA prohibits the offer, promise or payment of money or anything of value (cash, cash equivalents, gifts, entertainment, travel, loans) for the purpose of influencing an act or decision or inducing a foreign official to use his or her influence in order to secure or retain Applied Materials’ business or otherwise obtain improper advantage. The FCPA also requires that all transactions involving the Company’s funds or assets be recorded in reasonable detail and accurately and completely reflect the transactions of the Company.
Under the FCPA, the term “foreign official” includes:
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officers or employees of a foreign government, or any department or agency thereof, at any level (e.g., local, regional or national) or branch (e.g., legislative, executive, judicial or military); |
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a foreign political party or official thereof; |
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a candidate for foreign political office; or |
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a public international or European Union organization, or its official. |
Foreign officials may also include employees, officers and directors of state-owned, state-controlled or state-operated enterprises.
The FCPA prohibits payments made to a third party with knowledge that all or a portion of that payment will be offered, given, or promised to a foreign official. It is not necessary for the foreign official to accept an improper offer of payment – simply seeking to influence a foreign official may be enough to trigger a violation of the FCPA.
A violation of the FCPA can result in serious consequences for the individual involved and for the Company. Criminal sanctions for the anti-bribery provisions can include up to a $2 million fine for the Company, and five years imprisonment and up to a $250,000 fine for individuals.
You must not make any offer or payment of anything of value that you believe or even suspect might be for the benefit of a foreign official, government, political party, candidate, or public international organization without prior approval from the Law Department. Applied Materials’ Gift Policy also requires that you obtain prior written consent from the Law Department before giving a gift of any value to a foreign official. Applied Materials’ Global Travel Policy requires prior written consent from the Law Department before booking any bona fide business travel for a foreign official and outlines limitations on business entertainment of foreign officials.
If you have any doubts or are unclear about your responsibilities under this anti-corruption policy, consult with an attorney in the Law Department.
WORKPLACE SAFETY
At Applied Materials, we are committed to protecting, maintaining and promoting the safety, health and general well-being of our workforce. We carry out this responsibility by paying constant attention to the health and safety of our workforce and by ensuring that effective safety training is provided and protective measures are in place. Each of us must adopt and enforce safe work practices and comply with all health and safety laws and regulations and Company policies in order to ensure those protective measures are effective and maintain a safe work environment.
Concerns about unsafe conditions must promptly be reported to your manager. If you have any questions related to workplace safety or your responsibilities, contact the Environmental, Health and Safety Department.
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OBLIGATIONS TO OUR CUSTOMERS, SUPPLIERS AND COMPETITORS
At Applied Materials, we are proud of our reputation for integrity and fairness in our commercial dealings with our customers, suppliers and competitors. Each of us must assume a personal responsibility to understand the standards of conduct that apply to our commercial dealings and to ensure that we are treating our customers, suppliers and competitors in an ethical and respectful manner.
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ANTITRUST AND UNFAIR COMPETITION
Antitrust laws protect our competitive, free-market system by prohibiting unfair agreements that restrain trade and other types of anticompetitive conduct. Other laws prohibit unfair methods of competition and unfair or deceptive trade practices. A thorough list of prohibited practices is not possible, but you should not engage in, and you should report to your manager, any of the following conduct:
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Entering into an agreement (whether formal, informal, written, oral, express or implied) with:
- a competitor regarding prices, terms of sale (discounts,
credits or trade-in allowances), product or geographic markets, customer
allocation or production volume;
- a customer that imposes an exclusive or tie-in
arrangement (refusal to sell a product or provide service
without the purchase of another Applied Materials'
product); or
- a supplier regarding a requirement that the supplier
purchase our products if we purchase from the supplier. |
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Discussing, or even being present while competitors are discussing prices, terms of sale, etc. at trade association or other professional meetings. |
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Boycotting customers or suppliers. |
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Agreeing with a distributor or reseller that a particular product will be resold at or above a particular price or requiring the distributor or reseller to maintain or exceed a particular price in reselling the product. |
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Requiring a distributor or reseller to maintain a particular price at which a product will be re-sold. |
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Representing used systems or parts as new, or representing refurbished systems or parts as original. |
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Making false or deceptive comparisons with other products. |
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Making inaccurate or misleading claims about Applied Materials or our products.
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Failing to warn customers of known dangers in connection with use of our products. |
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Encouraging or causing a breach of contract between our competitors and their customers or suppliers. |
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Misrepresenting Applied Materials' trademark, copyright, trade secret, patent or other intellectual property rights. |
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Making inaccurate, false or misleading comments about other products. |
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Making inaccurate, false or misleading comments about other parties with whom we have commercial dealings or about the nature of those dealings. |
You should confer with an attorney in the Law Department before entering into any contract with a supplier that prohibits the supplier from dealing with others or that requires the supplier to sell all of its output of a particular part to Applied Materials.
Violations of U.S. antitrust laws and antitrust laws in the jurisdictions in which Applied Materials does business may result in severe penalties for Applied Materials and the individuals involved, including substantial fines and prison sentences. United States' antitrust laws apply to domestic and international business operations and transactions. Our workforce, especially those persons involved in sales, purchasing and dealings with competitors, are required to understand U.S. and foreign antitrust laws and know how these laws may affect our workforce’s activities. Members of our workforce also are expected to consult with an attorney from the Law Department prior to negotiating or entering into arrangements which include antitrust sensitivity.
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INTELLECTUAL PROPERTY OF OTHERS
In the same way that each of us is responsible for protecting Applied Materials' intellectual property, we are also responsible for respecting and protecting the intellectual property rights of others. Under no circumstances should you improperly acquire or attempt to acquire the trade secrets or other proprietary or confidential information of others. The following list includes a few examples of activities that are prohibited, and you should report any of these activities that you learn of to your supervisor, the Human Resources Department or an attorney in the Law Department:
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Unauthorized use or disclosure of another company's confidential information or trade secrets; |
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Unauthorized use or disclosure of a former employer's confidential information or trade secrets; |
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Encouraging a competitor's employees to improperly disclose trade secrets or confidential information; |
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Hiring a former employee of a competitor, customer or supplier for the purpose of gaining access to that company's confidential information or trade secrets; and |
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Inducing a customer or supplier to improperly disclose confidential information or trade secrets about competitors. |
Due to the technical nature of our products, we often need to supply a customer or supplier with confidential information or trade secrets, or to accept the same from a customer or supplier. Circumstances also may arise in which such information is available from a competitor. You should always have in place a signed nondisclosure agreement that has been approved by the Law Department before providing or receiving any confidential information or trade secrets with parties outside of Applied Materials.
At Applied Materials, we have set a standard of competing ethically and fairly at all times. In order to stay knowledgeable about competitive developments you may review public information about our competitors' products. Examples of appropriate sources of public competitive information include:
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Public information in annual reports and filings with the Securities and Exchange Commission; |
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Technical seminars open to the public; |
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Trade journals containing technical articles; |
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Industry analysts' published reports; |
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Technical product information provided by an authorized representative of the company producing the product; and |
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Public advertisements. |
Copyright
Copyright laws protect many types of materials that we use. For example, copyright laws often protect books, pamphlets, seminar materials, journals and computer software. Applied Materials does not tolerate unauthorized reproduction of copyrighted material.
The commercial computer software that we purchase from our suppliers is also copyrighted and generally will be licensed under specific terms. Therefore, in some cases, copying software for use on more than one computer is improper. Also, downloading software from a network may be improper in some circumstances. If you have any doubts about whether you are authorized to copy, use or download computer software, you are required to consult with an attorney in the Law Department before doing so. You must also report any unauthorized use of copyrighted material, including software, of which you learn to an attorney in the Law Department.
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CONFIDENTIAL AND PROPRIETARY INFORMATION OF OTHERS
The same protection afforded to Applied Materials' Confidential Information extends to confidential and proprietary information belonging to other companies that you obtain during the course of your employment. Customers and suppliers sometimes give us confidential information that they expect us to keep confidential. This may be for purposes of a cooperative development effort or for some other specific purpose. For example, information that you may acquire during joint development, joint venture, acquisition or merger negotiations is protected and must not be disclosed. Applied Materials takes seriously its obligations with respect to the protection of such information. You should conscientiously abide by restrictions that another company and Applied Materials have agreed to place on the use or disclosure of such information. You should also refrain from commenting about pricing, sales, production, marketing and other related business activities of our competitors, customers and suppliers.
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SELECTION AND TREATMENT OF SUPPLIERS
Applied Materials treats all suppliers and potential suppliers fairly. Applied Materials selects suppliers based on their products, services and business practices. We expect you to deal with suppliers fairly and in accordance with Applied Materials’ policies. If you are responsible for receiving bids, you should provide all qualified suppliers with the Company's technical and business requirements. When selecting suppliers, you must assess each qualified supplier's ability to satisfy Applied Materials' requirements pertaining to quality, timeliness, and ability to provide materials on an ongoing basis and to meet technical specifications. In addition, you must make purchasing decisions based on the long-term cost and benefit to Applied Materials, while making sure that agreements are fair to the Company and the supplier.
It is important that you avoid any appearance of impropriety in your dealings with suppliers. You should immediately disclose any personal or family relationship between yourself and a potential supplier. Similarly, you should accept business gifts or entertainment from a supplier only in strict compliance with Applied Materials’ Gift Policy, which in many instances requires disclosure of such gifts.
Kickbacks of any kind violate our Company's business ethics and policies. A kickback refers to any money, fee, commission, credit, gift, gratuity, thing of value or compensation of any kind, which is provided, directly or indirectly, for the purpose of improperly obtaining or rewarding favorable treatment in connection with a contract. Therefore, you should not offer, give, solicit or accept anything of value that is, or even appears to be, improper or irregular, and especially if it is outside the scope of the Applied Materials' Gift Policy, and you should report any such conduct of which you become aware to the Law Department. If you have any doubt regarding the propriety of your actions in a given situation, contact an attorney in the Law Department.
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OBLIGATIONS TO THE PUBLIC
INSIDER TRADING AND TIPPING
You must always be aware of and comply with securities laws and regulations. United States federal and state securities laws prohibit insider trading, that is, buying or selling Applied Materials' securities at a time when you possess "material nonpublic information" relating to Applied Materials.
Material nonpublic information is information about a company that is not known to the general public and that a typical investor would consider important in making a decision to buy, sell or hold the company's securities. Material nonpublic information can include information that something is likely to happen-or just that it might happen. If you possess any material nonpublic information, the law requires that you refrain from buying or selling Applied Materials' securities until after the information has been disclosed to the public and absorbed by the market (in most cases, the first safe day to trade is the second trading day after the disclosure).
Passing material nonpublic information to someone else who may buy or sell securities – which is known as "tipping" – is also illegal, as is trading securities on the basis of a tip received from someone else if you have reason to know that the "tipper" has material nonpublic information. These prohibitions apply to stock, options, debt securities or any other securities of Applied Materials, as well as to securities of other companies if you obtain material nonpublic information in the course of working at Applied Materials.
The fact that you have material nonpublic information is enough to bar you from trading; it is no excuse that the reasons for trading were not based on that information. For example, you might have a long-standing plan to sell Applied Materials' shares at a particular time to pay a tuition bill. You may not do so, however, if you possess material nonpublic information about Applied Materials at that time.
In addition, members of the Board of Directors, officers and certain persons within Applied Materials with early knowledge of quarterly financial results (these groups of people are referred to as "insiders") must refrain from buying or selling Applied Materials' stock from three weeks before the end of the quarter until the second trading day after Applied Materials' announcement of quarterly results. Certain exceptions to this policy may be made pursuant to a pre-established written trading plan that (1) complies with Rule 10b5-1 issued under the Securities Exchange Act of 1934, as amended, and (2) the terms and conditions of which the Law Department has approved in writing. Insiders and other members of our workforce whose responsibilities include access to corporate financial results should never sell Company stock short or trade in options on the Company stock.
Insider trading and tipping are prohibited, and you should report any such conduct of which you become aware. Persons who engage in insider trading or tipping may be liable under civil and criminal federal and state securities laws and applicable local laws in the countries in which Applied Materials conducts business. For more information on insider trading, you should refer to the Company's Insider Trading Policy or contact an attorney in the Law Department.
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FAIR DISCLOSURE
Regulation FD (for "fair disclosure") of the United States federal securities laws expressly prohibits the selective disclosure of material nonpublic information about a publicly traded company to anyone other than specifically exempted groups (e.g., people who have signed a nondisclosure agreement). The rules are intended to provide all investors with equal access to material information about a company at the same time.
To ensure that each of us complies with Regulation FD, please follow the policies on the protection of confidential information of the Company and others, set forth in these Standards. All calls from analysts, investors or other members of the financial and investment community must be referred to Investor Relations; and all calls from the press and media must be referred to Corporate Affairs. You should not post or share nonpublic information about the Company in Internet discussion groups, chat rooms, bulletin boards and/or other electronic communications media, even under an alias, for any purpose.
For more information on selective disclosure, contact an attorney in the Law Department.
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ENVIRONMENT
Applied Materials believes that taking care of the environment is part of our corporate responsibility to current and future generations. The Company also encourages our suppliers and contractors to improve their environmental, health and safety performance. Applied Materials, like all other companies that manufacture high technology products, uses regulated chemicals and raw materials and generates wastes. Each of us is responsible for full compliance with all applicable environmental laws and regulations and Company policies, in accordance with our roles in the Company. The following list contains only a few examples of activities that are regulated:
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Transporting, treating, handling, storing, and disposing of hazardous materials and waste; |
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Releasing hazardous substances into the environment, even in small quantities; |
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Manufacturing, using, distributing or disposing of certain toxic substances; |
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Emitting air pollutants; and |
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Discharging pollutants into or onto the ground or into groundwater or surface water. |
You must be aware of your responsibilities to protect the environment and to strictly comply with and enforce environmental laws and regulations while performing your daily work. To that end, Applied Materials provides training for members of our workforce to ensure that environmental protection measures are met. Individuals, as well as the Company, are subject to civil and criminal liability for violation of environmental laws and regulations.
Because of the extent and complexity of environmental regulations, you should consult with the Environmental, Health and Safety Department if you have questions or concerns about your responsibilities under relevant laws, regulations or Company policies.
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PARTICIPATING IN INVESTIGATIONS
At Applied Materials, we take our civic obligations seriously. If your cooperation has been requested during an investigation at Applied Materials, you must cooperate and be honest and thorough in your responses. If you are required to participate in an investigation, you must not disclose the existence of the investigation or any information you learn or discuss during that investigation, without the express consent of those conducting the investigation.
Documents should only be disposed of in compliance with Applied Materials' document retention policies and should never be destroyed or hidden. You must never conceal wrongdoing or permit others to do so. If you have any questions or concerns about your responsibilities, or actions and responsibilities of others, please contact an attorney in the Law Department. Before responding to any inquiry, you should consult with an attorney from the Law Department.
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NON-RETALIATION POLICY
Applied Materials forbids retaliation against any member of its workforce for reporting in good faith a possible violation of these Standards or any other Company policies, or for initiating or testifying, assisting, or participating in any manner in any investigation, proceeding, or hearing. You should not be afraid to report any misconduct. Employees who retaliate or attempt to retaliate are subject to disciplinary action, up to and including termination of employment.
TAXES
Applied Materials strictly complies with all applicable tax laws, including federal, state and foreign laws. These laws require the reporting of financial information, payment of taxes due, filing of tax returns, and withholding or collecting of necessary taxes on behalf of our workforce. Contact the Tax Department if you have any questions about the Company's responsibilities under tax laws and regulations.
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IMPORTING AND EXPORTING
Applied Materials is a global growth company supporting a growing worldwide customer base in many countries. More than half of our total sales are derived from international sales.
We are fortunate to have earned the reputation of being a responsible international corporate citizen. To maintain our global standing, each of us must strictly comply with applicable laws, including those of the United States and other countries that govern the import, export and re-export of our leading edge products. Any violation of these laws, even through ignorance, could have damaging and long-lasting effects on our business.
When importing products, you must obey the import requirements of various governmental agencies. All questions and inquiries for information pertaining to the identity, value or duty due on imported products must be answered truthfully and completely.
When exporting or re-exporting products, you must comply with the laws and regulations of the U.S. Department of Commerce and other laws pertaining to the export and/or re-export of products, spare parts, accessories, training materials and technical data. Current United States' policies also require that you are cautious when disclosing restricted technical data in the United States to a non-U.S. citizen working in the United States. In some cases, you may be required to obtain individual export authorizations for certain members of our workforce who have access to controlled technology, software or information while they are working in the United States.
The intent of the United States' export control laws is to protect national security, support foreign policy and prevent the proliferation of chemical and biological weapons, missile technology and nuclear capability. If your responsibilities include exporting products, you are responsible for screening customers and transactions to ensure that we comply with all export requirements.
You should direct any questions you have regarding imports or exports of Applied Materials' products, parts or technology to the Corporate Trade Group in Santa Clara.
CORPORATE PHILANTHROPY PROGRAM
As a socially responsible corporate citizen, Applied Materials is committed to making a meaningful and positive contribution to the communities in which we do business. As part of that commitment, we maintain a corporate philanthropy program to support organizations and activities in these communities. Our program complies with all applicable governmental guidelines. Applied Materials has a policy not to provide support to religious or fraternal organizations, individuals or ongoing capital or endowment fundraising campaigns.
Applied Materials donates time, energy and resources where we can have the greatest impact. Although we encourage participation in such programs and activities, members of our workforce should never ask suppliers, customers or other companies with whom we do business to support fundraising efforts of any kind, including Company-related activities or personal fundraising, even if it is for charitable or non-profit purposes.
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GOVERNMENT CONTRACTS
Applied Materials sometimes enters into product or service contracts with the United States and governments of other countries, government agencies and government contractors. These contracts may be subject to special regulations and impose special requirements on the Company and our workforce.
In the United States, for example, a number of laws have been enacted to ensure the truth of any representations made to government agencies and to ensure the quality of goods and services provided to the government. Such regulations require that our business conduct conforms to stipulated pricing, contracting and certification requirements. In certain situations, it may be necessary to certify that we are providing the lowest commercial price and that such price has been determined independently. United States laws also prohibit a former government employee from acting on behalf of Applied Materials in a matter in which he or she was substantially involved while a government employee. It is the responsibility of each of us to make sure these requirements are met and all government regulations are being followed.
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COMPLIANCE AND CONSEQUENCES
Applied Materials is committed to attaining the highest ethical standards in our work and in all of our interactions with our workforce, our customers, our suppliers, our competitors and the public.
Each of us is responsible for reading, understanding and upholding these Standards and maintaining Applied Materials' reputation for ethical business conduct. Applied Materials expects you to comply with the policies set forth in this publication and to rely upon your own high standards. Applied Materials also expects that you will seek advice, as appropriate, from the available resources to assist you in resolving issues that are not covered by these Standards.
These Standards are based, in part, on various laws. You should be aware that violations of local, state, or federal laws may result in criminal penalties for you and/or the Company. You are not to engage in any conduct that you suspect may violate any law and you must report any suspected violation of these Standards or other Company policies or any law to one of the resources described below. Because of the gravity of the issues addressed in this publication, Applied Materials may take disciplinary action, up to and including termination of employment, against any member of our workforce whose actions violate these Standards, or other Company policies, or any laws.
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ADDITIONAL RESOURCES AND CONTACT INFORMATION
All Applied Materials policies are available on the Company Intranet, on Lotus Notes® and/or in hard copy.
You are encouraged to bring any concerns you may have, for example, about your own or someone else's conduct, an uncertainty about the meaning of a particular regulation, a suspicion that somebody you work with may have done something questionable or an issue with an action the Company is taking, to the attention of the Company by discussing them with your supervisor or another member of management. If you are uncomfortable speaking with your supervisor, contact a management representative in the Human Resources Department or an attorney in the Law Department.
As part of the Applied Materials' Global Ethics Program, Applied Materials has established a 24-hour Ethics Hotline (1-877-225-5554) that you may call anytime to discuss any concerns you may have about your responsibilities. You may place your call to the Ethics Hotline anonymously.
The Office of the Ombudsman will respond to and address issues raised in calls to the Ethics Hotline. You are encouraged you to seek information and report your concerns to the Office of the Ombudsman when you feel uncomfortable speaking with your manager. Contact details for the Ombudsman are as follows:
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Ombudsman 408-563-2153 or x32153 |
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Ethics Hotline 1-877-225-5554 |
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Email: The_Ombudsman@amat.com |
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Mailing address for the Ombudsman:
Ombudsman
Applied Materials, Inc.
3050 Bowers Avenue, M/S 2062
P.O Box 58039
Santa Clara, California 95054
All communications will be treated with the highest regard for confidentiality. |
NOTE
These Standards of Business Conduct are not an employment contract and do not create contractual rights. Applied Materials reserves the right to amend or discontinue these Standards of Business Conduct and the policies addressed herein, without prior notice, at any time. The online version of the Standards of Business Conduct, available on Applied Materials’ website, supersedes all printed versions.
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