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Corporate Social Responsibility

Code of Corporate Social and Environmental Responsibility Conduct

Corporate social and environmental responsibility (CSER) is of paramount importance at Diodes Incorporated. It is represented in our core values of integrity, commitment, and innovation. We seek to provide our customers around the globe with a broad portfolio of innovative, energy-efficient and environmentally friendly semiconductor solutions technologies.

We strive for environmental sustainability, compliance, responsible sourcing, and employee volunteerism among other programs to have a positive impact on our employees, suppliers, customers, and communities.

Corporate Social and Environmental Responsibility Statement

Diodes Incorporated is committed to the protection and preservation of the environment and a safe and healthy workplace for all employees. Diodes is also committed to upholding the rights of workers, as they are generally understood in the employee handbooks of Diodes and its subsidiaries and affiliates, and in light of the specific circumstances of Diodes' operations, and to treat workers with dignity and respect. Diodes is committed to the continual improvement in environmental protection and health and safety performance as well as compliance with all applicable laws, regulations, permits, Diodes' worldwide standards, and other social responsibility requirements to which Diodes subscribes.

Diodes has based its Code of CSER on the Responsible Business Alliance (RBA) Code of Conduct, formerly the Electronic Industry Citizenship Coalition (EICC), as it establishes standards to ensure that working conditions in the electronics industry or industries in which electronics is a key component and its supply chains are safe, that workers are treated with respect and dignity, and that business operations are environmentally responsible and conducted ethically.  For the purposes of this Code, “Company” or “Companies” mean any suppliers or companies that sell goods or services to Diodes. 

See RBA manufacturing site audit certificates below:

 

      Shanghai Kaihong Eletric Co. Ltd.                      Diodes Shanghai Co. RBA Audit

Diodes Shanghai Kaihong Electronic Co. RBA audit                         Diodes Shanghai Co. RBA Audit


Please contact us to request a full copy of Diodes' Corporate Social and Environmental Responsibility Statement.

SUPPLIERS

Diodes has a Quality Code that requires its direct suppliers to comply, at a minimum, with applicable labor and environmental laws and regulations of the countries in which products are grown or produced, including laws against human trafficking, compulsory prison labor, child labor, slave labor or physical abuse of workers, and to monitor their suppliers for compliance with the labor and environmental laws and regulations of the countries in which they have operations.

As such, Diodes expects its suppliers to implement a Code of Conduct that is modeled on the Responsible Business Alliance (RBA) and defines labor, health and safety, environmental, and business ethics standards, as well as a management system to assure continued compliance to this code.

Conflict Minerals

  • Conflict Minerals originating from the DRC must not be included in materials or products supplied to Diodes or its subsidiaries.
  • Conflict Minerals must be sourced from certified conflict free smelters validated as compliant to the RBA Conflict Free Smelters (CFS) protocol, using the CFS Compliant Smelter List.
  • Suppliers shall query their direct suppliers using the RBA/GeSI Conflict Minerals reporting template, following up with those suppliers that do not respond to the query.
  • Suppliers shall inform Diodes if their products contain Conflict Minerals using the RBA/GeSI Conflict Minerals reporting template, incorporating the replies from their suppliers. A revised report shall be submitted at least annually to Diodes’ Environmental Compliance Coordinator via compliance@diodes.com.
  • Suppliers shall make their Conflict Minerals Policy publicly available and inform Diodes of its location.
  • Suppliers shall inform Diodes without delay about changes in products containing Conflict Minerals if they are known to be sourced from the DRC or adjoining countries. In that case the supplier shall take action to remedy the situation in a timely manner.
  • Suppliers shall disseminate requirements the above conditions to their suppliers.
LABOR

Diodes is an equal opportunity employer and makes employment decisions on the basis of merit. Diodes provides Equal Employment Opportunity (EEO) to all employees and applicants for employment in accordance with the law. This policy applies to all employment decisions, including hiring, job assignments, training and development, compensation, transfers, promotions, demotions, performance appraisals, corrective actions, termination of employment, and other terms, conditions, or privileges of employment. This policy prohibits unlawful discriminatory, harassing or retaliatory conduct both in the employment relationship between employees and Diodes and in relationships between supervisors, non-supervisory employees, independent contractors, vendors, others doing business with Diodes, interns, or other third parties. It also extends to nonemployees who engage in unlawful behavior in the workplace.

Prohibition of Discrimination

Company policy prohibits unlawful discrimination based on race, color, sex, gender, gender identity, gender expression, pregnancy, religious creed, marital status, registered domestic partner status, age, national origin, ancestry, physical or mental disability, military and veteran status, medical condition, genetic information, sexual orientation or any other consideration made unlawful by applicable federal, state or local laws. It also prohibits unlawful discrimination based on the perception that anyone has any of those characteristics, or is associated with a person who has or is perceived as having any of those characteristics.

Diodes is committed to compliance with all applicable laws providing equal employment opportunities. This commitment applies to all persons involved in Company operations and prohibits unlawful discrimination by any employee of Diodes, including supervisors and coworkers.

To comply with applicable laws ensuring equal employment opportunities to qualified individuals with a disability, Diodes will make reasonable accommodations for the known physical or mental limitations of an otherwise qualified individual with a disability who is an applicant or an employee, consistent with its legal obligations.

Any applicant or employee who requires an accommodation in order to perform the essential functions of his or her job should contact the Human Resources Department to request such an accommodation. The individual with the disability should, if possible, specify what accommodation he or she needs to perform the essential functions of the job. Diodes then will engage in an interactive process with the employee to determine what, if any, reasonable accommodation may be implemented to enable the employee to perform the essential functions of the job. Diodes will make an accommodation if it finds it to be reasonable and it is consistent with its legal obligations.

Prohibition of Sexual and Other Harassment

Diodes strictly prohibits sexual harassment or any other form of unlawful harassment. Sexual harassment includes sexual advances, requests for sexual favors, or other verbal or physical conduct of a sexual nature when: (1) submission to such conduct is made either explicitly or implicitly a term or condition of an employee’s employment; (2) submission to or rejection of such conduct by an employee is used as the basis for employment decisions affecting such an individual; or (3) such conduct has the purpose or effect of unreasonably interfering with an individual’s work performance and creating a hostile or abusive work environment.

Sexual harassment may include continuing to express sexual or romantic interest after being informed that the interest is unwelcome. In addition to unwelcome sexual or romantic advances, sexual harassment also may include other offensive statements or conduct of a sexual nature, such as physical touching or hugs, innuendoes, gestures, leering, whistling, jokes, teasing, and comments or questions regarding sexual matters. Sexual harassment also can include inappropriate or offensive use of emails and the internet. It also can include threats or demands to submit to sexual requests as a condition of continued employment or to avoid some other loss, as well as offers of employment benefits in return for sexual favors.

Diodes also strictly prohibits unlawful harassment based on race, color, sex, gender, gender identity, gender expression, pregnancy, religious creed, marital status, registered domestic partner status, age, national origin, ancestry, physical or mental disability, military and veteran status, medical condition, genetic information, sexual orientation or any other status or characteristic protected by law. This specifically includes, but is not limited to, conduct such as racial or ethnic slurs or other derogatory statements or offensive statements or conduct relating to any of the protected characteristics listed above or any other status or characteristic protected by law. It also can include inappropriate or offensive use of emails or the internet.

Protection from Retaliation

Diodes wants to maintain a workplace where people are treated with dignity, decency and respect. To that end, retaliation against Company employees or other individuals covered by this policy for reporting or filing a good faith complaint of discrimination or harassment, cooperating or appearing as a witness in the investigation of a complaint, or serving as an investigator, will not be tolerated. Retaliation or attempted retaliation is a violation of this Policy and will result in disciplinary action, up to and including discharge.

It is the duty of every employee to report any unlawful retaliation immediately after it comes to his or her attention.

      Diodes Gender Pay Gap Report March 2019

Diodes' Gender Pay Gap Report, March 2019

HEALTH AND SAFETY

Diodes is committed to providing a safe worksite for all employees. To that end we make sure that all federal and state safety practices are observed at all times, by all employees. Every employee is responsible for safety and Diodes encourages employees to make sure they notify the responsible party for safety concerns if safety issues arise. As part of its effort to encourage a safe workplace, all employees should understand that Diodes will not tolerate any retaliation against an employee for making safety complaints.

To achieve the goal of having a completely safe workplace, each employee must be safety conscious. Diodes will attempt to do everything in its control to assure a safe environment and compliance with federal, state and local safety regulations. In that regard, please refer to the Diodes Incorporated Employee Injury and Illness Prevention Program (IIPP) for details of the formal safety policies in effect. All employees are required to obey safety rules and

ENVIRONMENT

Diodes recognizes that environmental responsibility is integral to producing world class products. In manufacturing operations, adverse effects on the community, environment and natural resources are to be minimized while safeguarding the health and safety of the public.

Conflict Minerals Statement

Diodes Incorporated is committed to the protection and preservation of the environment and a safe and healthy workplace for all employees. Diodes is also committed to the continual improvement in environmental protection and health and safety performance as well as compliance with all applicable laws, regulations, permits, Diodes' worldwide standards, and other social responsibility requirements to which Diodes subscribes.

Based on our commitment to operating in a socially and environmentally responsible and ethical manner and our responsibility as a global corporate citizen, we have extended this responsibility to our global supply chain as well. In particular, Diodes Incorporated has been working very closely with our suppliers in understanding our supply chain for several metals commonly used in the electronics industry. The metals of interest are gold (Au), tantalum (Ta), tungsten (W), and tin (Sn). Not all of our products contain all of these metals, but most of our products contain at least one of them.

These metals are derived from minerals that have a variety of sources around the world. One potential source has historically been the Eastern region of the Democratic Republic of Congo (DRC). That region is currently the site of armed conflict, and mining profits by local military groups there are reportedly contributing to human rights abuses, environmental damage and theft from DRC citizens. The international community, therefore, has taken steps aimed at eliminating the use of metals from this region that support this armed conflict.

Diodes Incorporated requires its suppliers to undertake reasonable due diligence with their supply chains to assure that these metals are not being sourced from the DRC or adjoining countries unless they are purchased from smelters or refiners that are listed as “conflict-free” on the Responsible Minerals Initiative (RMI) website.

Diodes Incorporated has surveyed its relevant suppliers of components and raw materials concerning the origins of these metals. The result of this survey, in the form of the RMI/CFSI reporting template, is available at https://www.diodes.com/assets/Quality-Reliability-Docs/Conflict-Minerals-Report.xlsx. If you have further questions regarding conflict minerals or product compliance issues, please contact Diodes Incorporated at compliance@diodes.com. Diodes reserves the right to amend this statement on conflict minerals at any time with or without prior notice to the public.

Proposition 65 Warning

Diodes Incorporated is committed to the protection and preservation of the environment and a safe and healthy workplace for all employees. Diodes is also committed to the continual improvement in environmental protection and health and safety performance as well as compliance with all applicable laws, regulations, permits, Diodes's worldwide standards, and other social responsibility requirements to which Diodes subscribes.

California Proposition 65, officially known as the Safe Drinking Water and Toxic Enforcement Act of 1986, was enacted in November 1986. The proposition protects the state's drinking water sources from being contaminated with chemicals known to cause cancer, birth defects or other reproductive harm, and requires businesses to inform Californians about exposures to such chemicals. Further regulations are in effect as of August 30, 2018.

Whilst Diodes does not sell directly to consumers, our products will be present in some consumer products. As a component manufacturer, Diodes has concluded that most of its products contain at least one substance included in the Proposition 65 List, which the Act defines as “chemicals known to cause cancer and birth defects or other reproductive harm.” Under normal operation, Diodes products should not result in any exposure.

For products sold into California, the following label, or smiliar, will be affixed on the product packaging:

 warning

WARNING: This product can expose you to chemicals including lead and lead compounds, which are known to the State of California to cause cancer and birth defects or other reproductive harm. For more information, go to www.P65Warnings.ca.gov.

Diodes regularly reviews the Proposition 65 list and reserves the right to amend this declaration as necessary.

Click here for a downloadable copy.

ETHICS

Diodes maintains the highest standards of integrity in business interactions. Diodes has a zero tolerance policy to prohibit any and all forms of bribery, corruption, extortion and embezzlement.

Code of Business Ethics

Integrity and ethics have always been an integral part of the way we conduct business at Diodes Incorporated (the “Company”). Operating with a strong sense of integrity is critical to maintaining trust and credibility with our customers, vendors, partners, employees, and investors. The actions of each and every one of us are important to maintain a strong ethical culture. Our continued emphasis on high ethical standards ultimately allows us to better focus on our business goals.

This Code is designed to deter wrongdoing and to promote:

    • honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;
    • full, fair, accurate, timely, and understandable disclosure in reports and documents that Diodes files with, or submits to, the Securities and Exchange Commission and in other public communications made by Diodes;
    • compliance with applicable governmental laws, rules and regulations (including insider trading and anti-bribery and corruption laws) and Diodes' policies;
    • prompt internal reporting of violations of this Code to an appropriate person or persons identified below; and
    • accountability for adherence to this Code.

      All employees, officers and directors should have regard, not only to this Code of Business Conduct (the "Code"), but to all supplements to it. Of particular note is the International Supplement Regarding the Foreign Corrupt Practices Act and U.K. Anti-Bribery Legislation.

Overview of Business Ethics

This Code applies to all Diodes employees, officers and directors. We believe that long-term, trusting business relationships are built by being honest, open and fair. We promise to uphold the highest professional standards in all global business operations. We also expect that those with whom we do business (including suppliers, agents, customers or distributors) will adhere to the standards set by this Code. Outstanding employees are key to Diodes success. Everyone is part of Diodes team, and each of us deserves to be treated with dignity and respect. In addition, every employee is responsible for her/his own conduct. No one has the authority to make another employee violate this Code, and any attempt to direct or otherwise influence someone else to commit a violation is unacceptable.

Managers, in particular, set an example for other employees and are often responsible for directing the actions of others. Diodes requires all employees, officers and directors, including managers, to know and understand this Code, as it applies personally to the employee or manager and to those under his/her supervision. The fundamental principle that underlies the way we do business at Diodes is good judgment. An understanding of our legal and ethical standards enhances that judgment. Diodes has a responsibility to comply with all applicable laws and regulations in all of its operations worldwide. We have the same legal and ethical obligations to the communities in which we do business and to the customers with whom we do business. For everyone at Diodes, this means following the spirit of the law and doing the right, ethical thing.

Legal and Ethical Conduct

It is Diodes' policy to comply fully with all applicable laws and regulations in the countries in which we operate and to conduct our affairs according to the highest legal and ethical standards.

The spirit of this Code requires a high degree of integrity in all interactions with all our key stakeholders (i.e., stockholders, employees, officers, directors, customers, suppliers, local communities, government at all levels, and the general public). Employees have a number of responsibilities including, but not limited to, the following:

      • avoid any knowing involvement in acts known to be illegal, unethical or otherwise improper;
      • have a reasonable, practical working knowledge of the laws, regulations and corporate policies affecting their responsibilities;
      • seek guidance from their supervisor when in doubt about responsibilities or how to apply this Code in a specific situation;
      • report possible violations of law or Diodes' policy or this Code in accordance with this Code;
      • act as ambassadors for Diodes in all interactions; and
      • avoid conflicts of interest.

Managers have a number of additional responsibilities including, but not limited to, the following:

      • ensure that employees understand this Code and their responsibilities under it;
      • take reasonable steps to maintain a workplace environment that encourages frank and open discussion of possible violations without concern for retaliation;
      • conduct compliance reviews on an annual basis to assure adherence to this Code; and
      • take actions when a concern is identified to ensure that employees under their supervision understand and are complying with this Code.

Requirement for Ethical Conduct

Each employee, officer and director shall promote honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships by, among other things:

    • Doing what is right.
    • Acting as a role model by acting in an honest and ethical manner.
    • Reporting all actual or apparent ethical conflicts to one of the possible reporting channels described below.
    • Preventing retaliation against any employee for good faith reporting of violations of this Code or for participating in any investigation relating to a reported violation of this Code.
    • Promoting accountability for adhering to this Code by supporting appropriate sanctions for violations.

Members of Diodes' Board of Directors have a special responsibility because our directors are prominent individuals with substantial other responsibilities. To avoid conflicts of interest, directors are expected to disclose to their fellow directors any personal interest they may have in a transaction to which Diodes is a party and to excuse themselves from participation in any decision in which there is a conflict between their personal interests and the interest of Diodes.

This Code outlines the broad principles of legal and ethical business conduct embraced by Diodes. It is not a complete list of legal or ethical situations an employee, officer or director might face in the course of business, and therefore, this Code must be applied using common sense and good judgment. Employees, officers and directors in other countries are expected to comply with all local laws and Diodes’ policies.

Although we realize that no two situations are alike, we aim for consistency and balance when encountering any ethical issues. It is essential that we all keep an eye out for possible infringements of this Code - whether these infringements occur in dealings with the government or the private sector, and whether they occur because of oversight or intention.

Conflict of Interest Policy

Employees have an obligation to conduct Diodes' business within the guidelines of Diodes' conflict of interest policy, which prohibits actual or potential conflicts of interest. This policy establishes only the framework within which Diodes wishes the business to operate and provides general direction so that employees can seek further clarification on issues related to the subject of acceptable standards of operation.

Transactions with outside firms must be conducted within a framework established and controlled by the executive level of Diodes. Business dealings with outside firms should not result in unusual gains for those firms or the employee. Unusual gain refers to bribes, product bonuses, special fringe benefits, unusual price breaks, and other windfalls designed to ultimately benefit either Diodes, the employee or both. Promotional plans that could be interpreted to involve unusual gain require specific executive-level approval.

Other than gifts of moderate value (nominally US $100.00 or less) or business meals or entertainment, employees must not accept any gift, payment, loan, service, information for personal financial gain or other favor from a current or potential customer, supplier or competitor. Good business judgment must be exercised in accepting gifts of moderate value, business meals and entertainment. Employees must ensure that any gift received does not influence, or appear to influence, their business decisions. Cash is never an acceptable gift. In rare circumstances, local custom may call for an exchange of gifts having greater than a moderate value as part of a business relationship with a non-U.S. company. In these situations, employees may only accept such gifts on behalf of Diodes with the approval of the Chief Financial Officer (“CFO”) of Diodes. Such gifts may be turned over to Diodes for appropriate disposition such as for internal use, general employee benefit or donation to a charity.

An actual or potential conflict of interest occurs when an employee is in a position to influence a decision that may result in a personal gain for the employee or for a relative as a result of Diodes' business dealings with outside firms. For the purposes of this policy, a relative is any person who is related by blood or marriage, or whose relationship with the employee is similar to that of persons who are related by blood or marriage.

No “presumption of guilt” is created by the mere existence of an employee's relationship with outside firms. However, if an employee has any influence on transactions involving purchases, contracts, or leases, it is imperative that he or she discloses to an officer of Diodes as soon as possible the existence of any actual or potential conflict of interest so that safeguards can be established to protect all parties.

A close relationship between an employee and an individual employed by a direct or indirect competitor of Diodes may also create an actual or potential conflict of interest. For the purpose of this policy, a conflict arises whenever an employee is related by blood or marriage or similar relationship to any officer, director, employee, agent, representative or independent contractor for a company in direct or indirect competition with Diodes. In the event any such conflict arises, the employee must make disclosure to his or her immediate supervisor. Diodes will then determine, in good faith, whether the relationship is so close as to require that appropriate safeguards be put in place or other actions taken. Failure to disclose a conflict of interest could subject an employee to immediate discharge.

Governance Hotline

Diodes' core values have always been the highest degree of integrity, honesty and fairness in our business dealings. In addition, we expect our employees to share these core values in the performance of their job duties. Our “Open Door” policy is a key part of supporting this expectation, including in connection with Diodes' accounting, internal accounting controls and auditing practices. Employees are encouraged to raise concerns they may have regarding these core values through their supervisor, or if uncomfortable talking with their supervisor, employees can raise their concerns directly to the Human Resources Manager, Diodes' Internal Audit Director or Diodes' General Counsel.

However, if you feel our “Open Door” policy has not addressed your concerns regarding our Company’s accounting, internal accounting control or auditing practices, Diodes has established a hotline designed to give employees a way to anonymously and confidentially report suspected violations of our standards of conduct, policies, laws or regulations regarding any questionable accounting, internal accounting control or auditing matters. This hotline, as mandated by Section 301 of the Sarbanes-Oxley Act of 2002, is operated on our behalf by The Network, Inc., an independent hotline service firm. The confidential hotline number for United States employees is (855) 316-2192 and the webform can be accessed at https://reportlineweb.com/diodes. These are available twenty-four (24) hours a day, 365 days a year. If you contact the hotline, you need not identify yourself by name and the recording of your voice message will be distorted for anonymity. If you choose to identify yourself for us to reply back to you regarding your concern, your identity will remain confidential.

Diodes wants to ensure that employees are able to work in a professional environment. We hope that all employee concerns can be satisfactorily addressed through our “Open Door” channels, but if not, the hotline is an alternative. Consistent with our policies and practices, and consistent with legal requirements, Diodes will not allow any retribution or retaliation against an employee who reports a compliance issue in good faith.

 

INVESTMENT IN OUR EMPLOYEES

Henry Ford once said, “The only thing worse than training your employees and having them leave is not training them and having them stay."

In today’s product-driven corporations, we regard our employees as our most important resource. We are committed to providing the best possible environment for the development and achievement of goals for our employees.

We believe in the value of continuous learning and fostering a culture of professional growth. Human Resources and Legal work together to ensure that our employees have appropriate training on compliance-related issues. We offer various learning opportunities to employees at all levels, through developmental courses for Managers; or for all employees, through Lunch and Learn sessions. This year, we are scheduled to enhance our employees' knowledge on a variety of key topics, including ethics, harassment, anti-bribery and corruption. We continue to reach out to managers to identify other training needed for employees in different departments and jobs. In addition, employees can search for relevant training, review applicable courses with their manager, and agree on the courses to take in-house or via external resources.