Section 406 of the US Sarbanes-Oxley Act of 2002 ("Sarbanes-Oxley"), and the rules issued by the US Securities and Exchange Commission ("SEC") thereunder, require an SEC reporting company to disclose whether or not it has adopted a written code of ethics applicable to the company's senior financial officers, including the company's principal executive officer, that complies with applicable SEC rules. This Executive Ethics Policy ("Code") has been adopted by CSR plc ("the Company") in accordance with these provisions. Furthermore the Company is required to disclose whether, during the financial year being reported, it has amended the Code or granted a waiver from any provision of the Code. It is not the Company's intention to grant or permit waivers from the requirements of this Code.
The SEC encourages companies to apply the code of ethics to as broad a spectrum of personnel and affiliates as practicable and accordingly the Code affects a wider group of senior employees than is specified by Sarbanes-Oxley. The Code is separate from the Company's general Ethics Policy as applies to all employees. Those to whom this Code applies are required to adhere to its provisions completely and to address any perceived conflict with the Company's business principles with the General Counsel or the Company Secretary.
The foregoing explanatory note is not part of the Code.
This Code, which is applicable to all COE Addressees (as defined below), has been adopted by the Company to:
- promote honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest;
- promote the full, fair, accurate, timely and understandable disclosure of the Company's financial results in accordance with applicable disclosure standards, including, where appropriate, standards of materiality;
- promote compliance with applicable governmental laws, rules and regulations;
- deter wrongdoing; and
- require prompt internal reporting of breaches of, and accountability for adherence to, the Code.
This Code is applicable to the following job holders and persons:
- Executive Directors of CSR plc
- Chief Financial Officer
- EVP, Operations
- General Counsel
- SVP Business Group
- Chief Technical Officer
- SVP Sales and Marketing
- SVP Human Resources
- Company Secretary
- Deputy Chief Financial Officer
- VP Investor Relations
- VP Corporate Development, Strategy and M&A
- Senior Director, Tax and Treasury
- Internal Auditor
- Any other person or job holder designated by the Chief Executive Officer or the Chief Financial Officer (a register of such designated persons will be maintained by the Company Secretary).
All of the above are hereinafter referred to as "COE Addressees".
2. Honest and Ethical Conduct
Each COE Addressee owes a duty to the Company to act with integrity. Integrity requires, among other things, being honest and candid. Deceit, dishonesty and subordination of principle are inconsistent with integrity. Service to the Company should never be subordinated to personal gain and advantage.
Specifically, each COE Addressee must:
- Act with integrity, including being honest and candid while still maintaining a work and business climate fostering such standards and the confidentiality of Company information where required or in the Company's interests.
- Observe, fully, applicable governmental laws, rules and regulations.
- Comply with the requirements of applicable accounting and auditing standards and Company policies in the maintenance of a high standard of accuracy and completeness in the Company's financial records.
- Comply with Company policies regarding disclosures in regulatory filings and other public communications by the Company.
- Adhere to a high standard of business ethics and not seek competitive advantage through unlawful or unethical business practices.
- Adhere to the applicable code of conduct on dealing in securities and any provisions for the avoidance of conflicts of interest stipulated in applicable terms and conditions of employment.
- Excuse him- or herself from making any decision about an issue at hand in which a conflict of interests arises or could arise and in such event, disclose in writing the relevant facts and explain the circumstances that create or could create the conflicts of interest to: (a) the chairman of the Audit Committee in the case of: (i) the Executive Directors of the Company (ii) the Chief Financial Officer, (iii) the Internal Auditor and (iv) the Deputy Chief Financial Officer, and (b) to the Chief Financial Officer, in the case of any other COE Addressee.
Anything that would be a conflict for a COE Addressee will also be a conflict if it is related to a member of his or her family or a close relative. Examples of conflict of interest situations, if material, include the following:
- any relationship with a contractor or supplier that could compromise the ability to transact business on a professional, impartial and competitive basis or influence decisions to be made by any CSR Group company;
- any consulting or employment relationship with any customer, supplier or competitor; and
- any outside business activity that detracts from an individual's ability to devote appropriate time and attention to his or her responsibilities with the Company.
Each COE Addressee shall promptly report any breach thereof in writing to: (a) the chairman of the Audit Committee in the case of: (i) the Executive Directors (ii) the Chief Financial Officer, (iii) the Internal Auditor and (iv) the Deputy Chief Financial Officer, and (b) the Chief Financial Officer in the case of any other COE Addressee.
No person reporting in good faith a suspected breach of conflicts of interest should be concerned about retaliation by the Company or its leadership. Any job holder or person involved in retaliation will be subject to the sanctions referred to below.
Each COE Addressee is held accountable for the full compliance with this Code with respect to any issues within his or her control. Sanctions for a breach of this Code shall be determined by: (i) the Board of Directors of the Company where it concerns the Executive Directors of CSR plc and (ii) the Audit Committee where it concerns any other COE Addressee. Sanctions may include serious disciplinary action, removal from office and dismissal as well as other remedies, all to the extent permitted by law and as appropriate under the circumstances.
5. Miscellaneous and Waivers
No waiver of any provision of this Code shall be valid unless provided in writing by the chairman of the Audit Committee and with the prior approval of the Audit Committee.
The provisions of this Code can be amended and supplemented from time to time as determined by the Audit Committee or the Board of Directors of the Company.