Marvell’s Ethics & Compliance Program helps ensure our employees have the guidance and resources needed to operate with the highest standards of corporate conduct in all our business dealings globally. The Program is overseen by our Chief Administration and Legal Officer, while our Chief Compliance Officer manages the Program’s day-to-day operations. The Program’s leaders provide training, respond to compliance-related questions, offer situational advice, investigate concerns, and monitor the effectiveness of the Program through data compilation and interpretation. Through collaboration with compliance liaisons worldwide, we strive to apply a collaborative and inclusive perspective in the way we manage our Program across the globe.
Our policies are designed to promote ethical conduct and compliance with applicable laws and regulatory requirements. Marvell promotes responsible business practices with every business function and at every level of the company, and we expect our stakeholders throughout the value chain to meet our ethical expectations and standards as well. The Supplier Code of Conduct outlines our expectations on ethics and compliance from our suppliers.
Our Code of Business Conduct and Ethics (Code) empowers our employees and members of the Board of Directors to foster a culture of transparency, drive integrity, and create an inclusive and safe workplace. The Code covers policies related to governance, ethics, and corporate social responsibility. It describes how we conduct business with integrity towards employees, customers, shareholders, supply chain partners, and all other third parties. It sets forth what Marvell values, what Marvell prohibits as a company, and highlights programs and resources to help employees meet these expectations.
Marvell and its management are dedicated to fostering a culture of transparency, integrity, and honesty, and ask its stakeholders worldwide to actively participate in creating and maintaining this culture. It’s about doing the right thing, not just when someone else is looking, but all the time.
Our Code and compliance programs are regularly reviewed by our Audit Committee, including a review of any compliance concerns that have been raised. Our Board of Directors reviews and approves all material changes to our Code.
As part of its commitment to an ethical workplace, and to ensure that Marvell meets its legal obligations, the Company requires Marvell personnel to report possible violations of the Code, the law, other company policies or standards of behavior, even when personally involved in the alleged violation. Marvell is further committed to being responsive, cooperative, and transparent in response to legal process from any governmental authorities.
Marvell trains all employees every two years on the Code of Business Conduct and Ethics but requires that all employees certify adherence to the Code annually. The biennial training focuses on key areas of ethics and compliance, describes situations that implicate the Code, and reinforces Marvell’s commitment to ethics and compliance with applicable laws and regulations. In 2020, opportunities for live in-person trainings were limited due to the COVID-19 pandemic; however, we were able to adapt and provide “live” web-based ethics educational events with groups of employees based on location and business function. Between February 1, 2020 and January 31, 2021, 93% of employees completed the certification. Marvell strives to have 100% of its employee base complete the certification.
On a quarterly basis, employees in third-party facing roles (for example, salespersons) are required to complete a Compliance Certification in connection with the preparation of Marvell’s quarterly financial statements. These certifications are part of Marvell’s commitment to ethical behavior and are designed to ensure our employees continued understanding of, and commitment to, Marvell’s expectations and compliance with our compliance verification process. Between February 1, 2020 and January 31, 2021, 100% of the required employees completed this certification every quarter.
Marvell is committed to fostering ongoing dialogue with all its stakeholders through multiple channels, including direct communication with the Compliance Team, the Legal Department, the HR Department, the Audit Committee, Executives, and the Marvell Concern Line. The Concern Line offers employees, business partners and other stakeholders an opportunity to report any suspected ethical issues or violations of the Code or law, and to do so anonymously (where permissible by law) or with attribution. The Concern Line is also a free, confidential way for anyone to seek guidance, ask a question, or raise a concern. It is available 24 hours a day, seven days a week. In addition to reporting questionable behaviors by employees, the Marvell Concern Line has expanded the categories available for reporting concerns; including, but not limited to, the following:
Each report is reviewed by a member of our Ethics & Compliance team and assigned to an appropriate investigator.
Marvell does not tolerate retaliation against any employee for making a good faith report of a potential violation of our Code of Business Conduct, a company policy, or the law, or for participating in an investigation.
Marvell makes every effort to investigate reported concerns appropriately, consistently, and in a timely manner, including promptly responding to any concerns or reports of employee misconduct and inquiries from any government agency. Consistent with Marvell’s Investigations Policy, Marvell requires its employees to cooperate with, and provide complete and accurate information related to, any Marvell-related inquiry or investigation. In the event a violation of federal, state, or local law is determined to have occurred, Marvell will strive to involve relevant governmental authorities and remains committed to assisting governmental authorities in the conduct of its investigations, including prompt response to any legal process or inquiries. There were no governmental violations in during this past year.
In the last year, the company took a range of follow-up actions as a result of inquiries. In less serious cases, actions implemented included additional training and clarification of certain ethics policies when we determined there was inadequate awareness of the rules or where there had been misunderstanding of those rules. In all cases where we were able to determine intentional non-compliance with the Code, we took disciplinary action, up to and including employment termination.
No company of our size can expect to be entirely free of ethics inquiries or violations. We believe, however, that Marvell continues to demonstrate a high level of ethics awareness and communication across the organization.