Governance and Ethics
Corporate Governance & Governance Structure
Board of Directors
- Oversees the management of the Company
- Reviews ADI’s overall performance
- Determines corporate objectives and strategies
- Reviews shareholder and interested party communications
- Evaluates and approves significant policies/proposed major commitments of corporate resources
- Audit Committee oversight of ADI’s policies with respect to risk assessment and risk management
- Compensation Committee consideration of ADI’s executive compensation program
See the Corporate Governance documents for Director nomination criteria and qualifications.
Our independent directors (eight of ten – Our Board has determined that Mr. Roche, our President and Chief Executive Officer, and Mr. Stata, our Chairman and founder, are not “independent” because Mr. Roche is a current employee and Mr. Stata is our founder) meet regularly in executive session outside the presence of our non-independent directors. We have an independent presiding director, James Champy, who presides at all executive sessions of our independent directors. In addition, we currently separate the roles of CEO and chairman of the board.
Respect for Stakeholder Interests
Shareholders and other interested parties who wish to send communications on any topic to the board should address such communications to:
James Champy, Presiding Director c/o Secretary
Analog Devices, Inc.
One Technology Way, P.O. Box 9106
Norwood, MA 02062
Each year, our CEO establishes the "tone from the top" in Our Code of Business Conduct and Ethics. All employees are required to take a mandatory online course covering the Code and recertify thereafter. It is reviewed for necessary changes or amendments on an annual basis by the Nominating and Corporate Governance Committee of our Board of Directors.
We work to comply with all applicable anticorruption and antibribery laws in all countries where we do business (see Guidelines for Gifts and Business Entertainment on page 9 within the ADI Code of Business Conduct and Ethics). We also assess our manufacturing sites for corruption and ethics risks using the Responsible Business Alliance’s (RBA), formerly Electronic Industry Citizenship Coalition, self-assessment tools.
We publicly report on breaches to or waivers of the Company’s Code of Conduct for officers or our controller on a Form 8-K in accordance with SEC rules. Analog Devices has not had any privacy related incidents in 2016 or 2017, and no material fines or non-monetary sanctions.
Fair Competition and Pricing
ADI and its employees do not discuss prices or customers with our competitors except when necessary in connection with legitimate sales or purchase transactions. In addition, ADI and its personnel do not fix or dictate resale prices to our distributors or pressure resale price maintenance by reprimanding or threatening distributors who reduce their prices. We are fair in our dealings with our distributors and do not restrict our distributors’ rights to sell our products, nor do we seek to prevent our distributors from selling our competitors’ products. We do not discriminate among similar distributors when we offer price discounts. ADI had zero legal actions related to anti-competitive behavior, anti-trust, and monopoly practices in the reporting period.
Integrity and Ethical Behavior - Employees
Our Code of Business Conduct and Ethics and our Guidelines for Gifts and Business Entertainment, prohibit the giving of anything of value to a government official with the purpose of influencing his or her decision or gaining an improper benefit, and apply to all ADI personnel.
We pay dues for associations and membership organizations, such as the Information Technology Industry Council (ITI), that may engage in lobbying efforts.
Analog Devices does not use forced or involuntary labor. ADI is a member of the Responsible Business Alliance (RBA) and subscribes to the RBA Code of Conduct. We also expect our key suppliers to recognize the RBA Code as it contains standards intended to eradicate slavery and human trafficking in the electronics supply chain. These standards promote best practices in a number of areas affecting human rights.
Modern Slavery Act Statement
We verify our conformance to the RBA Code by engaging third party audit entities accredited by the RBA to conduct Auditee-Managed Audits (AMAs) at our manufacturing facilities.
Our employees receive Training on the RBA Code, as well as training and guidance on ADI’s values and ethics, specifically as it relates to integrity and respect in the workplace.
100% of all suppliers have signed an Agreement on Responsible Business Conduct.
Ethics and Suppliers
Analog Devices is committed to sound ethical practices and full compliance with all applicable laws and regulations concerning sourcing of conflict minerals. We are a member of the Responsible Minerals Initiative (“RMI”) which was founded by the Responsible Business Alliance (“RBA”) in taking actions to facilitate responsible sourcing of conflict minerals in the electronics supply chain.
Analog Devices Conflict Minerals Policy Statement
ADI expects suppliers to adhere to the same business ethics and human rights standards ADI has set for itself. ADI has initiated a policy of performing FCPA (Foreign Corrupt Practices Act) checks on all new suppliers being added to ADI’s supplier master file. ADI also provides all new suppliers with a copy of the ADI ethics statement and requests acknowledgment from the supplier. The Agreement on Responsible Business Conduct that includes human rights clauses are implemented broadly to all suppliers.