Governance and Ethics
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. ADI 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.
Our policy regarding the trading of securities is applicable to all ADI personnel, as well as our Board of Directors. All employees must participate in training regarding the laws of insider trading. Appropriate employees are required to take a 30-minute mandatory online course covering our insider trading rules. Appropriate employees are reminded quarterly via email of their obligation to refrain from trading in Company stock until the third business day following the public announcement of ADI’s financial results for that quarter.
We work to comply with all applicable anticorruption and antibribery laws in all countries where we do business. Our Guidelines for Gifts and Business Entertainment, which 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, apply to all ADI personnel.
ADI monitors and strives to comply with the export regulations of the United States and of other countries in which ADI conducts business. In 2013, we provided training on export laws, including the International Traffic in Arms Regulations and the Export Administration Regulations, to all appropriate employees. In 2015, we asked all ADI employees to read and certify their understanding of our ADI Export Policy statement. Starting in 2016, we delivered function-specific export training to all ADI employees and refresher training every two years thereafter.
We have several avenues through which employees and stakeholders can report potential violations of laws, rules, regulations, and Company policies. We have an open-door policy with regard to issues that may arise under the Code or about potential violations. Employees may bring these issues to their supervisors or contact the Human Resources Department or ADI’s Chief Legal Officer.
In addition, we have a toll-free number and an email box through which employees may anonymously report any potential violation. Following a report, the ADI Legal Department conducts an investigation appropriate for the situation. Anonymous reports and the results of any investigation are reported to the Nominating and Corporate Governance Committee. For more information regarding reporting of violations please view our Code of Business Conduct and Ethics.
We do not discipline, discriminate against, or retaliate against any employee who reports a complaint or concern in good faith.