The Board of Directors of Semtech Corp. (the “Company”) sets high standards for the Company’s employees, officers and directors. Implicit in this philosophy is the importance of sound corporate governance. It is the duty of the Board of Directors to serve as a prudent fiduciary for shareholders and to oversee the management of the Company’s business. To fulfill its responsibilities and to discharge its duty, the Board of Directors follows the procedures and standards that are set forth in these guidelines. These guidelines are subject to modification from time to time as the Board of Directors deems appropriate in the best interests of the Company or as required by applicable laws and regulations.
Notice of Amendment
On March 4, 2020, the Board of Directors approved an amended and restated Core Values and Code of Conduct (the “Code of Conduct”). The amendment did not change the general guidelines and principles outlined in the Code of Conduct for conducting business.
The primary reasons for amending the Code of Conduct were to improve the readability and to expand certain sections to include more detail. Changes to the Code of Conduct include, but are not limited to, an update to “Use of Company Funds, Assets and Facilities and Corporate Opportunities” section to clarify Company’s policy regarding the corporate opportunity doctrine and an update to “Records, Costs and Controls” section to expand on Company’s record retention policy.
This summary of the Code of Conduct amendment is qualified in its entirety by reference to the full text of the Code of Conduct, which is posted below.