Supplier Code of Conduct
The PDF Code of Ethics (www.PDF.com) is a general guide to PDF’s standards of business practices and regulatory compliance. Its requirements apply to PDF Solutions, Inc. and all subsidiaries, and to all directors, officers, and employees of each. All references to “PDF” include PDF Solutions, Inc. and all subsidiaries unless otherwise specified.
It is PDF’s intention to select and retain suppliers (“Suppliers”) who share and embrace the letter and spirit of our commitment to integrity. We understand that Suppliers are independent entities; however, the business practices and actions of a Supplier may impact and/or reflect upon PDF. Because of this, PDF requires all Suppliers and their employees, agents, and subcontractors (Suppliers’ employees, agents, and subcontractors shall hereinafter be referred to collectively as “Representatives”) to adhere to standards of business conduct and compliance while they are conducting business with and/or on behalf of PDF, that are similar to what PDF expects from its own employees.
The information outlined below is important and should be read carefully. All PDF Suppliers will be required to educate and, when appropriate, train their Representatives to ensure they understand and comply with this Supplier Code of Conduct.
The policies summarized below are not all-inclusive, and there may be other conduct not specifically listed that will be considered unacceptable for a Supplier and/or its Representatives. PDF requires that Suppliers and their Representatives conduct themselves in a professional manner at all times while on PDF property or while conducting business with and/or on behalf of PDF. Suppliers with questions regarding the PDF Supplier Code of Conduct should contact the Contract Sponsor set forth in the agreement to which this Supplier Code of Conduct is attached.
LEGAL AND REGULATORY COMPLIANCE PRACTICES
All Suppliers shall conduct their business activities in full compliance with the applicable laws and regulations of their respective countries and all United States laws applicable to PDF, while conducting business with and/or on behalf of PDF in a foreign jurisdiction and shall require that their Representatives do the same. There are no circumstances that would allow for the disregard of any applicable law or regulatory requirement in the conduct of a Supplier’s business activities and none will be tolerated by PDF. Suppliers shall promptly notify the PDF Legal Department of any conflict between U.S. and applicable law as detailed under the “Reporting of Questionable Behavior and/or Possible Violations” section of this code. In addition to any specific obligations under Supplier’s agreement with PDF, all PDF Suppliers shall, without limitation:
- Comply with the anti-corruption laws of the countries in which they do business and the United States Foreign Corrupt Practices Act (“FCPA”). PDF Suppliers may not make any direct or indirect payments or promises of payment to foreign government officials for the purpose of inducing the individual to use or misuse his/her position to obtain or retain business.
- Comply with all applicable trade control and applicable laws as well as all export, re-export and import requirements.
- Conduct their business in full compliance with antitrust and fair competition laws that govern the jurisdictions in which they conduct business.
- Comply with all applicable environmental laws and regulations regarding the use and preservation of land, air, and water.
- Be honest, direct, and truthful in discussions with regulatory agency representatives and government officials.
PDF Suppliers and their Representatives shall conduct their business interactions and activities with integrity and in accordance with their obligations under specific agreements with PDF. While many PDF Suppliers may have their own compliance requirements, business practice standards, and/or codes of business conduct, it is essential that all Suppliers and Representatives understand and uphold the requirements for acceptable business conduct at PDF when doing business with and/or on behalf of PDF. In addition to any specific obligations under Supplier’s agreement with PDF, all Suppliers shall, without limitation:
1. Honestly and accurately record and report all business information and comply with all applicable laws regarding their completion and accuracy.
2. Create, retain, and dispose of business records in full compliance with all applicable legal and regulatory requirements.
3. Protect and responsibly use both the physical and intellectual assets of PDF including property, supplies, consumables, and equipment when authorized by PDF to use such assets.
4. Use PDF provided information technology and systems (including e-mail) only for authorized PDF business-related purposes. PDF strictly prohibits Suppliers and Representatives from using PDF technology and systems to create, access, store, print, solicit, or send any material that is intimidating, harassing, threatening, abusive, sexually explicit or otherwise offensive or inappropriate and/or send any false, derogatory, or malicious communications using PDF provided information assets and systems.
5. Comply with all PDF requirements for maintenance of passwords, confidentiality, security, and privacy procedures as a condition of receiving access to PDF's internal corporate network, all systems and buildings. All data stored or transmitted on PDF owned or leased equipment is not to be considered private and is the property of PDF. PDF may monitor all use of the corporate networks and all systems (including e-mail) and/or access all data stored or transmitted using the PDF network.
7. Not distribute or cause to be distributed, any form of literature, materials or other information on PDF owned or leased property (such as brochures, publications, advertisements, surveys, announcements, or flyers) unrelated to PDF business in PDF work areas (such as offices, cubicles, copy rooms, and/or conference rooms) at any time. Distribution of such materials using the PDF network or e-mail system is also strictly prohibited.
8. Speak to the press on PDF's behalf only if Supplier and/or Representative(s) is expressly authorized in writing to do so by PDF.
9. Use good judgment, discretion, and moderation when offering gifts or entertainment to PDF employees. In doing so, the Supplier and/or its Representatives will refrain from giving PDF employees an individual gift or a combination of gifts with a value greater than $200.00 and never offer a bribe, kickback, bartering arrangement for goods or services, and/or any other incentive to a PDF employee in order to obtain or retain PDF business.
10. Avoid the appearance of or actual improprieties and/or conflicts of interests. Suppliers and/or their Representatives shall not deal directly with any PDF employee whose spouse, domestic partner, or other family member or relative holds a significant financial interest in the Supplier. Dealing directly in the course of negotiating the Supplier agreement or performing the Supplier's obligations with a spouse, domestic partner, or other family member or relative who is employed by PDF is also prohibited.
11. Avoid insider trading by buying or selling PDF's or another company's stock when in possession of information about PDF or another company that is not available to the investing public and that could influence an investor's decision to buy or sell stock.
PDF expects its Suppliers to share its commitment to diversity, equal employment opportunity, and a safe and harassment free workplace. PDF Suppliers shall conduct their employment practices in full compliance with all applicable laws, and regulations in all of their global operations. In addition to any specific obligations under Supplier’s agreement with PDF, all PDF Suppliers shall, without limitation:
1. Cooperate with PDF's commitment to a workforce free of harassment and unlawful discrimination.
2. Provide a safe and healthy work environment and fully comply with all applicable safety and health regulations and practices.
3. Prohibit the use, possession, distribution, and/or sale of alcohol and/or illegal drugs while on PDF owned or leased property.
4. Use only voluntary labor. The use of forced labor whether in the form of indentured labor, bonded labor, or prison labor by a Supplier and/or its subcontractors is prohibited.
5. Comply with all minimum age laws and requirements and not employ child labor.
6. Comply with all applicable laws governing compensation and working hours. In those countries where there is no applicable standard, overtime shall be paid, at a minimum, at the rate equal to the employee's regular wages. In those instances where housing is provided by Suppliers, assure Representatives' housing meets all applicable laws and regulations.
COMPLIANCE WITH THE PDF SUPPLIER CODE OF CONDUCT
It is the responsibility of the Supplier to ensure that its Representatives understand and comply with this Supplier Code of Conduct and to inform its Contract Sponsor (or the PDF legal department) if and when any situation develops that requires the Supplier to operate in violation of the code set forth in this document.
ENFORCEMENT OF AND COMPLIANCE VERIFICATION WITH THE PDF SUPPLIER CODE OF CONDUCT
Each Supplier should conduct audits and inspections to insure their compliance with this Supplier Code of Conduct and applicable legal and contractual standards. The Supplier's failure to observe the Supplier Code of Conduct may be subject to review for the future business with PDF.
In addition to self audit and inspection, and as part of PDF’s compliance verification process, PDF may utilize internal and/or external (third-party) monitors to conduct, unannounced, on-site audits of Suppliers and their facilities. Audits may include but not be limited to inspections of physical facilities, record and document review, and interviews with Representatives.
In addition to any other rights PDF may have under its agreement with Supplier, PDF may request the immediate removal of any Representative who behaves in a manner that is unlawful or inconsistent with this Code, any PDF policy, or that is otherwise deemed unacceptable to PDF.
All Suppliers may be required, as a condition for maintaining an active Supplier relationship with PDF, to acknowledge their obligation to comply with this Supplier Code of Conduct.
REPORTING OF QUESTIONABLE BEHAVIOR AND/OR POSSIBLE VIOLATIONS
If you wish to report a questionable behavior or possible violation of the Supplier Code of Conduct, PDF has a variety of resources available to assist you. You are encouraged to work with your PDF contact in resolving a business practice or compliance concern. However, PDF recognizes that there may be a time when this is not possible or appropriate. In such instances, contact any of the following:
1. The PDF Code of Conduct Hot Line toll free at 855-208-8579.
2. Send a letter to Corporate Counsel, PDF Solutions, Inc., 333 W. San Carlos Street, Suite 1000, San Jose, CA 95110 (USA) or send a confidential fax to 1-408-938-4435 (legal department).
PDF will not tolerate any retribution or retaliation taken against any individual who has, in good faith, sought out advice or has reported questionable behavior and/or a possible violation.