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Conflicts of Interest
Conflicts of Interest Policy
1.
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PURPOSE
Business decisions and actions must be based on the best interests of Freescale, and must not be
motivated or influenced by personal considerations or relationships.This Policy establishes Freescale’s
expectations of each employee when faced with an actual or potential conflict between the interests of
Freescale and those of the employee.
2.
SCOPE
This policy applies to all Freescale employees worldwide.
3.
RULES
1. Each employee is responsible for recognizing when circumstances may create an actual or potential
conflict of interest with Freescale’s business activities.
2. Each employee is expected to raise a potential conflict of interest to the attention of his or her
management (generally to his or her manager’s manager, or an officer in his or her chain of
management) for review and written approval.
4.0
ROLES AND RESPONSIBILITIES
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The table below defines the requirements for Freescale organizations and functions required to follow this
procedure.
Who
What
Employee
An employee must be alert to any change of circumstances which may
cause an actual or appearance of a conflict of interest. If such a change
occurs the employee must seek management review and approval of
future actions to prevent such a conflict.
Management
Management will thoroughly evaluate each circumstance raised by an
employee pursuant to this policy to ensure that it does not present an
actual or perceived conflict of interest. Management will consult with the
OBCE as described above or otherwise to resolve any questions of
potential conflict. Management will respond in writing to the employee
when it determines whether an actual or appearance of a conflict of
interest or inappropriate influence exists.
OBCE
The OBCE will review each situation of potential conflict of interest which
is raised to it by an employee or management to ensure compliance with
this policy and that no actual or appearance of conflict of interest exists.
When appropriate, the OBCE will provide approval in writing to the
employee and management.
1.
PROCEDURE
1.
Policy
To establish whether an actual or potential conflict of interest exists requires a case-by-case
determination by management. In making its determination, management may consult with the Law
Department, the Ethics Helpline, the Office of Business Conduct and Ethics (“OBCE”), or the regional
Business Conduct and Ethics Committee. Any actual or potential conflict of interest involving a member
of the Senior Leadership Team (“SLT”) must be brought to the attention of the OBCE.
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Each employee is responsible for recognizing when circumstances may create an actual or potential
conflict of interest with Freescale’s business activities. A potential conflict of interest may arise as a result
of the interest or position of an employee’s family member or friend, or an employee’s personal
relationship with a customer, contractor, supplier, competitor or regulator of Freescale.
Many situations of potential or actual conflict of interest occur as a direct result of an employee’s
activities. Some common situations include an employee’s board memberships, personal investments,
secondary employment, exchange of gifts or providing travel or entertainment, and are more specifically
discussed later in this policy. A conflict of interest may also include: providing another company with an
undue advantage in its relationship with Freescale; a misunderstanding as to an individual’s relationship
with Freescale; or the potential for harming a Freescale business relationship.
Each employee is expected to raise a potential conflict of interest to the attention of his or her
management (generally to his or her manager’s manager, or an officer in his or her chain of management)
for review and written approval. Management must consider the appearance of, as well as the potential
for, a conflict of interest or inappropriate influence. If it is determined that the potential for or appearance
of a conflict of interest exists, management must take all steps necessary to remedy the situation, which
may include transferring the responsibilities of the employee involved.
If a question of potential conflict of interest is unclear or unresolved by management, any Freescale
employee may contact the Freescale Ethics Helpline to discuss such a question or to seek guidance. If
management has any concern or doubt regarding the potential for a conflict of interest or inappropriate
influence, he or she should consult with the Ethics Helpline or the OBCE.
The following sections describe some common situations that could result in a conflict of interest, and
Freescale’s expectation of employees faced with these situations.
2.
Board Membership
Freescale employees may not allow membership on a Board of Directors or Technical Advisory Board to
influence, or appear to influence, their objective and independent judgment, or execution of their job
duties, on behalf of Freescale. This policy does not apply to Board Memberships held by an employee for
organizations in which Freescale has an ownership interest.
This policy distinguishes between a Technical Advisory Board Membership, Board Memberships for NonProfit and For-Profit Organizations, as well as between memberships that occur on behalf of Freescale or
in an employee’s Personal Capacity. These distinctions must be clearly understood by the employee and
management prior to approval and acceptance of membership.
Board Membership in Your Personal Capacity -- In general, Freescale employees are permitted to engage
in Board Memberships in their Personal Capacity with Non-Profit Organizations, Technical Advisory Boards
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and For-Profit organizations within reasonable limits. It is expected that each employee will ensure that
participation does not negatively impact his or her Freescale duties or create an actual or appearance of
a conflict of interest.
Board Membership On Behalf of Freescale -- From time to time Freescale may request that an employee
accept a Board Membership on behalf of Freescale with a Non-Profit Organization, a For-Profit
Organization or a Technical Advisory Board in which Freescale has an interest in monitoring or being
involved in its activities. A Board Membership on behalf of Freescale requires selection by and prior
written approval of the Freescale Vice President in the employee’s management chain, and the OBCE.
Additionally, a Board Membership on behalf of Freescale is considered part of the employee’s Freescale
job responsibilities. Consequently, the individual must turn over to Freescale any form of compensation
received from the organization as a result of the membership. Travel expenses for meetings may be
accepted and retained by the employee provided Freescale has not previously paid or agreed to pay the
same.
If an employee who holds a Board Membership at the request of Freescale subsequently leaves Freescale
employment for any reason, he or she will immediately resign such position, unless approved in advance
in writing by the Vice President in the employee’s management chain to continue the position with the
board in his or her Personal Capacity and not on behalf of Freescale.
Approval - No approval is required for you to hold a Board Membership in your Personal Capacity with a
Non-Profit Organization unless the organization has a current or anticipated business relationship with
Freescale. If such a business relationship exists, or occurs subsequent to your acceptance of the Board
Membership, you must obtain written approval from management before accepting the membership, or
to continue your membership.
Before accepting a Board Membership on a Technical Advisory Board, you must obtain written approval
first from your management, and then from the OBCE.
Before accepting a Board Membership with a For-Profit Organization, you must obtain written approval
first from a Vice President in your chain of management and then the OBCE. In addition, the Chief
Executive Officer (“CEO”) of Freescale and any officer reporting directly to the CEO must first obtain the
approval of the Compensation and Leadership Committee of the Board of Directors before accepting a
position of membership on the Board of Directors of any publicly traded company.
3.
Gifts and Entertainment
In many parts of the world where Freescale conducts business, there are generally accepted customs
regarding business entertainment and the exchange of business gifts. Employees are expected to make
appropriate business decisions regarding the giving or receiving of any form of gift or entertainment under
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local customs without compromising Freescale’s business interests, or creating a potential conflict of
interest.
Freescale employees are generally permitted to give (or receive) business gifts that are customary
business courtesies, are nominal in value and are reasonable in frequency. This is a somewhat flexible
standard intended to accommodate the range of circumstances worldwide; however the standards of
“customary”, “courtesies”, “nominal value”, and “reasonable frequency” must be objectively viewed in
the best interests of Freescale. Each of these standards is intended to be a limitation – business gifts
should be infrequent tokens of esteem that will not create an actual or appearance of a conflict of interest.
Freescale employees may accept or provide entertainment that is reasonable in the context of the
business and that advances Freescale’s interests. For example, accompanying a business associate to a
local cultural or sporting event, or to a business meal, would generally be acceptable. Entertainment that
is lavish or frequent may appear to influence one’s independent judgment on behalf of Freescale. Before
accepting or providing any entertainment that may appear inappropriate, either because of the cost or
the nature of the entertainment, employees must first receive approval from our management.
Employees should also consult Freescale’s Global Travel & Entertainment Expense Policy, SOP 17-15, for
additional guidance on appropriate entertainment expense.
A business gift or entertainment may not be accepted or offered if:
it is illegal, extravagant or frequent;
it could reflect badly upon Freescale;
it could result in an improper advantage to, or create a potential conflict of interest for, Freescale,
its officers or its employees;
it is provided as an inducement to, or reward for, any person doing or agreeing not to do
something in respect to any matter or transaction involving Freescale;
it would violate a policy or rule of the recipient;
it is intended to improperly influence, or would have the appearance of improperly influencing,
the recipient; or
it is intended that all or part of the gift will be offered, promised, or given, directly or indirectly,
to another party in violation of this policy;
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Gifts given or entertainment provided on behalf of Freescale must be paid for with Freescale’s funds, and
the cost properly recorded in Freescale’s accounting records in accordance with Freescale Finance
procedures.
The employees of most government entities around the world have detailed rules regarding the
acceptance of gifts or entertainment. Gifts or entertainment to government officials may violate the U.S.
Foreign Corrupt Practices Act or similar laws in other countries where Freescale does business. Freescale
employees must ensure that any gift or entertainment to government officials or employees complies
with all laws and regulations. Employees are advised to seek the review and approval of the OBCE before
providing any gift or entertainment to a government employee or official.
4.
Personal Investments
Freescale employees may not allow their personal investments to create an actual or perceived conflict
of interest with the business of Freescale or with their independent judgment or execution of their job
duties on behalf of Freescale. The potential for a conflict of interest should be evaluated with a companywide viewpoint, but the primary focus is the employee’s job responsibilities with Freescale.
Freescale may periodically determine that based on a specific company’s relationship to Freescale, an
identified group of Freescale employees is prohibited from participating in any personal investment in the
company. Such prohibitions will be communicated to the affected employees as necessary.
5.
Secondary Employment
An employee must ensure that his or her acceptance of Secondary Employment does not create an actual
or appearance of a conflict with Freescale’s business interests and does not otherwise harm or detract
from the employee’s Freescale job performance. If any employee has a change in his or her Freescale
responsibilities or duties after having received management approval to engage in Secondary
Employment, the employee must again review with his or her management the Secondary Employment
circumstances for further evaluation and continued approval of management.
An employee may not solicit other Freescale employees as customers or employees for his or her
Secondary Employment may not use Freescale computer or other resources in his or her Secondary
Employment and may not advertise the business of the Secondary Employment within Freescale facilities.
6.
Former Employees Representing Suppliers
Freescale will not deal with a former employee who represents a supplier to Freescale during the first 12
months following the employee’s Freescale employment termination. This is done to avoid the
appearance that information gained during the individual’s Freescale employment could be used to
Freescale’s disadvantage or provide an advantage for the supplier. This applies to all former Freescale
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employees who are consultants, employees, manufacturer’s representatives, contractors, temporary
employees, or agents of the supplier. A Freescale Vice President within the management chain of the
appropriate business group may approve, in writing, an exception to this provision if, after careful
consideration of all circumstances, an exception is found to be in Freescale’s best interests.
7.
Review and Approval Process
Whenever review and approval is required as described in this policy, the Freescale employee must
provide the approving member(s) of management with written information in sufficient detail to permit
a thorough evaluation of the potential for an actual or appearance of a conflict of interest.
All notifications to or requests for approval from the OBCE should contain management’s resulting
evaluation and be sent to the EthicsHelpline@freescale.com
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2.
DOCUMENT INFORMATION
6.1
Document References
Item
SOP 17-15
6.2
Description
Global Travel & Entertainment Expense Policy
Document and Process Owner Information
Role
6.3
Name/User ID
Document Owner
Kim McMath-B40988
Document Core Team
Kim McMath-B40988, Nettie Luna-R50042, Amanda Davidson-R00350C
Process Owner
Kim McMath-B40988
Acronyms/Terms and Definitions
Acronyms and terms listed in this document are listed below. For acronyms and terms which may not be listed,
refer to Freescale Glossary at http://glossary.freescale.net.
Acronym / Terms
Board Membership
Definition
Membership on a Board of Directors or other board of management of
any public or private organization.
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Acronym / Terms
Definition
Conflict of Interest
A “conflict of interest” means engaging in any conduct which would
cause you to use, or appear to use, your position and influence within
Freescale for personal gain or for the benefit of others instead of the
best interests of Freescale.
Entertainment
Freescale considers “entertainment” to include meals, theatrical, musical,
artistic or sporting events or similar activities when both a Freescale
employee and a representative of a current or potential business partner
attend the event.
For-Profit Organization
Gifts
Non-Profit Organization
OBCE
On Behalf of Freescale
Personal Capacity
An organization in which Freescale has no ownership interest and which
is established for commercial purposes and seeking to produce profit(s).
A business “gift” is anything of value given or received as the result of a
business relationship and for which the recipient does not pay the fair
market value. A gift can be in many forms including, but not limited to:
wine; artwork; jewelry; food; theater, sporting or other event tickets;
discount or paid travel or trips; promotional items; and, club or
organizational membership.
An organization established for community, charitable, educational or
humanitarian purposes and not commercially motivated, nor seeking or
producing profit(s).
Office of Business Conduct and Ethics
“On behalf of Freescale” means at the written request and on behalf of
Freescale as part of your employment duties and responsibilities with
Freescale.
In your “personal capacity” means on behalf of yourself or representing
yourself or others not related to Freescale, and not on behalf of Freescale
or in your role as a Freescale employee, officer or director.
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Acronym / Terms
Secondary Employment
Technical Advisory Board
6.4
Definition
“Secondary Employment” means working in any capacity (including, but
not limited to, as an employee, contractor, temporary employee,
consultant or director) for, or otherwise providing services to, another
company, including self-employment or ownership of a small business
Board or committee outside of Freescale established for the purpose of
reviewing, developing, consulting, enhancing, or educating others
regarding technologies involved in or related to Freescale’s business
operations.
Records
The following list identifies the records generated by the process described in this document.
Record Type
Physical Location of Record
Responsible Party
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REVISION SHEET
Revision
Date
X
11 02 2014
Description of Revision & Writer
Placed in new DMS template. Changed
ETHICSline@freescale.com to
EthicsHelpline@freescale.com
DMS
Admin
Affectivity
Date
13 02 2014
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