Supplier Code of Conduct

Nexperia B.V. (“Nexperia”) is a company with a strong commitment to social responsibility. As a sustainable company, we need our Suppliers to join us in this commitment, based on a shared set of values and principles.

Nexperia pursues mutually beneficial relationships with its Suppliers and contractors (“Suppliers”) and seeks to award business to those Suppliers that are committed to acting fairly and with integrity towards their stakeholders, to observing the applicable rules of law, and to supporting and respecting internationally proclaimed human rights.

Nexperia is committed to ensuring that working conditions in Nexperia’s supply chain are safe, that workers are treated with respect and dignity, and that manufacturing processes are environmentally responsible.

Nexperia’s Suppliers will commit, in all their activities, to operate in full compliance with the laws, rules, and regulations of the countries in which they operate. Beyond this, Nexperia's Suppliers will comply with the Nexperia Supplier Code of Conduct ("Code") using the management systems described in this document.

Compliance to the requirements set out in this Code, or other agreed equivalent standard, is a mandatory qualifying condition for a Supplier to enter a business relationship with Nexperia.
Where the requirements in the Code are higher than local standards and laws, the standards of the Code must be applied. If there are any laws which would make compliance with a part of this Code impossible or unlawful, then an affected Supplier must inform Nexperia as soon as possible. Supplier must secure and monitor that their Suppliers and subcontractors comply with the Code, or other agreed equivalent standards.

As Social Responsibility is a program for the whole supply chain, Nexperia’s Suppliers shall comply with the requirements in this standard and require their Suppliers to do the same. Suppliers must within a reasonable timeframe and without undue delay inform Nexperia if they discover a significant, and/or material breach of the Code or applicable legislation in their own or their Suppliers’ or subcontractors’ operations. Nexperia may visit (and/or have external monitors visit) Supplier facilities to assess compliance with this Code. Violation of this Code may result in an immediate termination of the business relationship, if the supplier is not willing to cooperate and address any encountered violations to the Code in a timely manner. Additionally, any such violation may result in legal action.

The Nexperia Supplier Code of Conduct corresponds to the principles of the Code of Conduct (Version 8.0) of the Responsible Business Alliance (RBA). Nexperia is a member of RBA and therefore is committed to support the principles of the RBA Code of Conduct. In addition, the Code is based on the Nexperia Code of Conduct. In some places, the Nexperia Supplier Code of Conduct is more detailed than the Nexperia Code of Conduct, since other Nexperia standards have been added to provide clarity and to incorporate the possibility to assess Supplier’s compliance with the Code.

As Social Responsibility is a program for the whole supply chain, Nexperia’s Suppliers shall comply with the requirements in this standard and require their Suppliers to do the same. Nexperia may visit (and/or have external monitors visit) Supplier facilities to assess compliance with this Code. Violation of this Code may result in an immediate termination of the business relationship. Additionally, any such violation may result in legal action.

We are voluntary signatories to the UN Global Compact, the International Labor Organization’s (ILO) Labor Standards, the Responsible Business Alliance (RBA), the UN Guiding Principles on Business and Human Rights, the UN Sustainable Development Goals, the OECD Guidelines for Multinational Enterprises, and the Paris Agreement. We adhere to various management standards from the International Standards Organization (ISO).

Nexperia extends the Code by maintaining a series of detailed standards that clarify our expectations for compliance.

The Nexperia Supplier Code of Conduct is not intended to create new and additional third-party rights, including for employees.

Suppliers are committed to upholding the human rights of workers and to treating them with dignity and respect as understood by the international community. This applies to all workers, including temporary, migrant, student, contract, direct employees, and any other type of worker.

The labor and human rights standards are:

Prohibition of Forced Labor and Prevention of Involuntary Labor and Human Trafficking
Forced labor in any form, including but not limited to, bonded (including debt bondage) or indentured labor, involuntary or exploitative prison labor, slavery or trafficking of persons is not permitted. The use of forced labor by Suppliers, whether obtained under the threat of punishment, withholding identity papers, requiring workers to deposit a bond or any other constraint is strictly prohibited. This includes transporting, harboring, recruiting, transferring, or receiving persons by means of threat, force, coercion, abduction or fraud for labor or services. There shall be no unreasonable restrictions on workers’ freedom of movement in the facility in addition to unreasonable restrictions on entering or exiting company-provided facilities including, if applicable, workers’ dormitories or living quarters. As part of the hiring process, all workers must be provided with a written employment agreement in a language understood by the worker that contains a description of terms and conditions of employment. Foreign migrant workers must receive the employment agreement prior to the worker departing from his or her country of origin and there shall be no substitution or change(s) allowed in the employment agreement upon arrival in the receiving country unless these changes are made to meet local law and provide equal or better terms.

All work must be voluntary, and workers shall be free to leave work at any time or terminate their employment without penalty if reasonable notice is given, which shall be clearly stated in worker’s’ contracts. Employers, agents, and sub-agents’ may not hold or otherwise destroy, conceal, or confiscate identity or immigration documents, such as government-issued identification, passports, or work permits. Employers can only hold documentation if such holdings are necessary to comply with the local law. In this case, at no time should workers be denied access to their documents. Workers shall not be required to pay employers’ agents or sub-agents’ recruitment fees or other related fees for their employment. If any such fees are found to have been paid by workers, such fees shall be repaid to the worker.

Child Labor Avoidance and Young Workers
Child labor shall not be used in any stage of manufacturing. The term “child” refers to any person under the age of 15, or under the age for completing compulsory education, or under the minimum age for employment in the country, whichever is greatest. The Supplier shall implement an appropriate mechanism to verify the age of workers. If child labor is identified, assistance / remediation shall be provided. The use of legitimate workplace learning programs, which comply with all laws and regulations, is supported.

Workers under the age of 18 (Young Workers) shall not perform work that is likely to jeopardize their health or safety, including night shifts and overtime. The Supplier shall ensure proper management of student workers through proper maintenance of student records, rigorous due diligence of educational partners, and protection of students’ rights in accordance
with applicable laws and regulations. The Supplier shall provide appropriate support and training to all student workers. In the absence of local law, the wage rate for student workers, interns, and apprentices shall be at least the same wage rate as other entry-level workers performing equal or similar tasks.

Working Hours
Working hours shall not exceed the maximum set by local law. Further, a workweek shall not be more than 60 hours per week, including overtime, except in emergency or unusual situations (such as earthquakes, floods, fires, national emergencies, unpredictable and prolonged loss of electrical power, outbreak of epidemic / pandemic infectious diseases, and periods of prolonged political instability to meet short-term business demand). All overtime shall be voluntary. Workers shall be allowed at least one day off every seven days (do not work more than six consecutive days).

Wages and Benefits
Compensation paid to workers shall comply with all applicable wage laws, including those relating to minimum wages, overtime hours, and legally mandated benefits. All workers shall receive equal pay for equal work and qualification. In compliance with local laws, workers shall be compensated for overtime at pay rates greater than regular hourly rates. Deductions from wages as a disciplinary measure shall not be permitted. For each pay period, workers shall be provided with a timely and understandable wage statement that includes sufficient information to verify accurate compensation for work performed. All use of temporary, dispatched and outsourced labor shall be within the limits of the local law.

Non-Discrimination /Non-Harassment/Humane Treatment
Suppliers shall commit to a workplace free of harassment and unlawful discrimination. There shall be no harsh or inhumane treatment including violence, gender based violence, sexual harassment, sexual abuse, corporal punishment, mental or physical coercion, bullying, public shaming, or verbal abuse of workers; nor is there to be the threat of any such treatment. Suppliers ensure that all engaged private and public security forces do not contribute to any human rights violations and that applicable laws are complied with. Companies shall not engage in discrimination or harassment based on race, color, age, gender, sexual orientation, gender identity and expression, ethnicity or national origin, disability, pregnancy, religion, political affiliation, union membership, covered veteran status, protected genetic information, or marital status in hiring and employment practices such as wages, promotions, rewards, and access to training. Disciplinary policies and procedures in support of these requirements shall be clearly defined and communicated to workers. Workers shall be provided with reasonable accommodation for religious practices and disability. In addition, workers or potential workers should not be subjected to medical tests, including pregnancy or virginity tests, or physical exams that could be used in a discriminatory way.

Diversity, equity and inclusion
Nexperia embraces the unique background and personal characteristics of every person and aims to offer the resources to develop their professional excellence based on the belief that diversity leads to business strength. Nexperia works to cultivate an environment where all individuals can thrive professionally. Supplier shall strive to achieve gender equality.

Freedom of Association and Collective Bargaining
Open communication and direct engagement between workers and management are the most effective ways to resolve workplace and compensation issues. Workers and/or their representatives shall be able to openly communicate and share ideas and concerns with management regarding working conditions and management practices without fear of discrimination reprisal, intimidation, or harassment.
In alignment with these principles, supplier shall respect the right of all workers to form and join trade unions of their own choosing, to bargain collectively and to engage in peaceful assembly as well as respect the right of workers to refrain from such activities. Where the right of freedom of association and collective bargaining is restricted by applicable laws and regulations, workers shall be allowed to elect and join alternate lawful forms of worker representations.

Suppliers recognize that in addition to minimizing the incidence of work-related injuries and illnesses, a safe and healthy working environment enhances the quality of products and services, consistency of production and worker retention and morale. Suppliers also recognize that ongoing worker participation and education are essential to the continuous improvement of occupational health and safety in the workplace.

The health and safety standards are:

Occupational Health and Safety
Worker potential for exposure to health and safety hazards (e.g., chemical, electrical and other energy sources, fire, vehicles, and fall hazards, etc.) are to be identified and assessed, mitigated using the Hierarchy of Controls, which includes eliminating the hazard, substituting processes or materials, controlling through proper design, implementing engineering and administrative controls, preventative maintenance and safe work procedures (including lockout/tagout), and providing ongoing occupational health and safety training. Where hazards cannot be adequately controlled by these means, workers shall be provided with appropriate, well-maintained, personal protective equipment and educational material about the risks associated with these hazards. Gender-responsive measures shall be taken, such as not having pregnant women and nursing mothers from working conditions, which could be hazardous to them or their child, and to provide reasonable accommodations for nursing mothers, if in general breast milk is to be pumped out at the workplace.

Emergency Preparedness
Potential emergency situations and events shall be identified and assessed, and their impact minimized by implementing emergency plans and response procedures including emergency reporting, employee notification and evacuation procedures, worker training and drills. Emergency drills shall be executed at least annually or as required by local law, whichever is more stringent. Emergency plans shall also include appropriate fire detection and suppression equipment, clear and unobstructed egress, adequate exit facilities, contact information for emergency responders, and recovery plans. Such plans and procedures shall focus on minimizing harm to life, the environment and property.

Occupational Injury and Illness
Procedures and systems shall be in place to prevent, manage, track and report occupational injuries and illnesses including provisions to encourage worker reporting, classify and record injury and illness cases, provide necessary medical treatment, investigate cases and implement corrective actions to eliminate their causes, and facilitate the return of workers to work. Suppliers shall allow workers to remove themselves from imminent harm, and not return until the situation is mitigated, without fear of retaliation.

Industrial Hygiene
Worker exposure to chemical, biological, and physical agents shall be identified, evaluated, and controlled according to the Hierarchy of Controls. When hazards cannot be adequately controlled by such means, workers shall be provided with and use appropriate, well-maintained, personal protective equipment free of charge. Suppliers shall provide workers with safe and healthy working environments, which shall be maintained through ongoing, systematic monitoring of workers’ health and working environments. Participants shall provide occupational health monitoring to routinely evaluate if workers’ health is being harmed from occupational exposures.

Protective occupational health programs shall be ongoing and include educational materials about the risks associated with exposure to these workplace hazards.

Physically Demanding Work
Worker exposure to the hazards of physically demanding tasks, including manual material handling and heavy or repetitive lifting, prolonged standing, and highly repetitive or forceful assembly tasks shall be identified, evaluated, and controlled.

Machine Safeguarding
Production and other machinery shall be evaluated for safety hazards. Physical guards, interlocks, and barriers shall be provided and properly maintained where machinery presents an injury hazard to workers.

Sanitation, Food and Housing
Workers shall be provided with ready access to clean toilet facilities, potable water and sanitary food preparation, storage, and eating facilities. Worker dormitories provided by the Supplier or a labor agent, shall be maintained to be clean and safe, and provided with appropriate emergency egress, hot water for bathing and showering, adequate lighting,
adequate conditioned ventilation, individually secured accommodations for storing personal and valuable items, and reasonable personal space along with reasonable entry and exit privileges.

Health and Safety Communication
Suppliers shall provide workers with appropriate workplace health and safety information and training in the language of the worker or in a language the worker can understand for all identified workplace hazards that workers are exposed to, including but not limited to mechanical, electrical, chemical, fire, and physical hazards. Health and safety related information shall be clearly posted in the facility or placed in a location identifiable and accessible by workers. Health information and training shall include content on specific risks to relevant demographics, such as gender and age, if applicable. Training shall be provided to all workers prior to the beginning of work and regularly thereafter. Workers shall be encouraged to raise any health and safety concerns without retaliation.

Suppliers recognize that environmental responsibility is integral to producing world-class products. The Supplier shall identify the actual and potential environmental impacts and minimize adverse impacts on the community, environment, and natural resources within their manufacturing operations, while safeguarding the health and safety of the community and public.

The environmental standards are:

Environmental Permits and Reporting
All required environmental permits (e.g., discharge monitoring), approvals and registrations shall be obtained, maintained and kept up-to-date and their operational and reporting requirements are to be followed. It is prohibited to unlawful evict and unlawful take land, forests and waters.

Pollution Prevention and Resource Conservation
Emissions and discharges of pollutants and generation of waste shall be minimized or eliminated at the source or by practices such as adding pollution control equipment, modifying production, maintenance, and facility processes, or by other means. The use of natural resources, including water, fossil fuels, minerals, and virgin forest products, is to be conserved by practices such as modifying production, maintenance and facility processes, materials substitution, re-use, conservation, recycling, or other means.

Hazardous Substances
Chemicals, waste, and other materials posing a hazard to humans, or the environment shall be identified, labelled, and managed to ensure their safe handling, movement, storage, use, recycling or reuse, and disposal. Hazardous waste data shall be tracked and documented.

Solid Waste
Suppliers shall implement a systematic approach to identify, manage, reduce, and responsibly dispose of or recycle solid waste (non-hazardous). Waste data shall be tracked and documented.

Air Emissions
Air emissions of volatile organic chemicals, aerosols, corrosives, particulates, ozone depleting substances, and combustion byproducts generated from operations shall be characterized, routinely monitored, controlled, and treated as required prior to discharge. Ozone depleting substances shall be effectively managed in accordance with the Montreal Protocol and applicable regulations. The Supplier shall conduct routine monitoring of the performance of its air emission control systems.

Materials Restrictions
Suppliers shall adhere to all applicable laws, regulations, and Nexperia's requirements regarding the prohibition or restriction of specific substances in products and manufacturing, including labelling for recycling and disposal.

Suppliers involved in manufacturing materials for Nexperia end-products or branded products must comply with the latest version of “Nexperia's List of Hazardous Substances in Products and Packaging” (XPR-0007). Upon request, they must provide Nexperia with a full material declaration using the “Nexperia Material Declaration Form” (XTE-0008) and necessary supporting documents, such as Safety Data Sheets.

Additionally, Suppliers of product-related materials and packaging must show compliance with the “Nexperia Test Requirements for Hazardous Substances” (XPR-0009), which are based on EU's RoHS Directive 2011/65/EU (with amendment 2015/863/EU) for product materials, and Directive 94/62/EC for packaging materials. Analytical test reports carried out by ISO/IEC 17025-accredited third-party labs must be carried out on the homogeneous material level and remain valid for one year after issue, after which updates need to be provided by the Supplier upon Nexperia's request. For specific homogeneous materials, extra evidence may be needed as outlined in XPR-0009. Examples include beryllium in metal materials and chlorine, bromine, and antimony contents for materials intended for use in Halogen-Free products.

Regarding process chemicals, Nexperia maintains a list of restricted substances. The term “process chemicals” covers substances and mixtures intentionally used for the manufacturing processes as well as auxiliary chemicals for supportive activities. Suppliers carrying out manufacturing steps on behalf of Nexperia (= External Manufacturer) must comply with the “Nexperia Restricted Process Chemicals List” (XPR-0237). In individual cases, a temporary exception may be granted by Nexperia. In all cases, the External Manufacturer must inform Nexperia about the use of restricted substances. Examples of this, according to XPR-0237, are endocrine disruptors, ozone depleting substances, or CMR substances (Carcinogenic, Mutagenic, or toxic for Reproduction).

Water Management
Suppliers shall implement a water management program that documents, characterizes, and monitors water sources, use and discharge, seeks opportunities to conserve water, and controls channels of contamination. All wastewater shall be characterized, monitored, controlled, and treated as required prior to discharge or disposal. Suppliers shall conduct routine monitoring of the performance of its wastewater treatment and containment systems to ensure optimal performance and regulatory compliance.

Energy Consumption and Greenhouse Gas Emissions
Suppliers shall establish and report against an absolute corporate-wide greenhouse gas reduction goal. Energy consumption and all Scope 1, Scope 2 and significant categories of Scope 3 greenhouse gas emissions shall be tracked, documented, and publicly reported. Suppliers shall look for methods to improve energy efficiency and to minimize their energy consumption and greenhouse gas emissions.

Suppliers shall adopt or establish management systems appropriate to the size, nature and context of their operations, including, at a minimum (a) a commitment to respect human rights and environment; (b) a due diligence process; and (c) access to remedy for internal and external stakeholders where the suppliers caused, or contributed to, adverse human rights and environmental impacts, with a scope that is related to the content of this Code. It shall also facilitate continual improvement.

The management systems shall contain the following elements:

Company Commitment
Suppliers shall establish human rights, health and safety, environmental and ethics policy statements affirming Supplier’s commitment to due diligence and continual improvement, endorsed by executive management. Policy statements shall be made public and communicated to workers in a language they understand via accessible channels.

Management Accountability and Responsibility
Suppliers shall clearly identify senior executive and company representative(s) responsible for ensuring implementation of the management systems and associated programs. Senior management reviews the status of the management systems on a regular basis.

Legal and Nexperia Requirements
Suppliers shall adopt or establish a process to identify, monitor and understand applicable laws, regulations, and Nexperia’s requirements, including the requirements of this Code.

Risk Assessment and Risk Management
Suppliers shall adopt or establish a process to identify the legal compliance, environmental, health & safety, labor practice and ethics risks, including the risks of severe human rights and environmental impacts, associated with Supplier’s operations. Suppliers shall determine the relative significance for each risk and implementation of appropriate procedural and physical controls to control the identified risks and ensure regulatory compliance.

Improvement Objectives
Suppliers shall establish written performance objectives, targets, and implementation plans to improve the Supplier’s social, environmental, and health & safety performance, including a periodic assessment of Supplier’s performance in achieving those objectives.

Training
Suppliers shall establish programs for training managers and workers to implement Supplier’s policies, procedures, and improvement objectives, and to meet applicable legal and regulatory requirements.

Communication
Suppliers shall establish a process for communicating clear and accurate information about Supplier’s policies, practices, expectations, and performance to workers, suppliers, and customers.

Worker/Stakeholder Engagement and Access to Remedy
Suppliers shall establish processes, for ongoing two-way communication with workers, their representatives, and other stakeholders where relevant or necessary. The process shall aim to obtain feedback on operational practices and conditions covered by this Code and to foster continuous improvement. Workers shall be given a safe environment to provide grievance and feedback without fear of reprisal or retaliation.

Audits and Assessments
Suppliers shall conduct periodic self-evaluations to ensure conformity to legal and regulatory requirements, the content of the Code, and Nexperia’s contractual requirements related to social and environmental responsibility.

Corrective Action Process
Suppliers shall establish a process for timely correction of deficiencies identified by internal or external assessments, inspections, investigations, and reviews.

Documentation and Records
Suppliers shall create and maintain documents and records to ensure regulatory compliance and conformity to company requirements along with appropriate confidentiality to protect privacy.

Supplier Responsibility
Suppliers shall establish a process to communicate the requirements of the Nexperia Supplier Code of Conduct or comparable requirements to Suppliers and to monitor Supplier compliance to the requirements.