This Code of Ethics (this "Code") shall apply to all QUALCOMM employees, including employees of QUALCOMM subsidiaries ("Employees"), as well as each member of the Company's Board of Directors ("Directors"). Every Employee and Director must be familiar with and understand the provisions of this Code. The purpose of this Code is 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 QUALCOMM files with, or submits to, the United States Securities and Exchange Commission and in other public communications;
Compliance with applicable governmental laws, rules and regulations;
The prompt internal reporting of violations of this Code; and
Accountability for adherence to this Code.
2. Honest and Ethical Conduct
All Employees and Directors shall perform their duties in an honest and ethical manner. This includes:
Avoiding situations in which their personal, family or financial interests conflict with those of the Company;
Refraining from engaging in any activities that compete with the Company, or which may compromise its interests;
Refraining from taking any business or investment opportunity discovered in the course of employment with or service to the Company that the Employee or Director knows, or should have or has reason to know, would benefit the Company.
Complying with all applicable governmental laws, rules and regulations.
QUALCOMM encourages Employees and Directors to avoid even the appearance of a conflict of interest and to raise ethical questions, dilemmas concerns or suggestions with appropriate individuals within the Company, including supervisors, managers, senior management, or human resources. QUALCOMM has since its inception encouraged such issues to be raised and, based upon prior experience, many, if not most, of these issues can be addressed informally, after appropriate discussion and analysis.
If any Employee or Director would feel uncomfortable in any way raising ethical issues as set forth above, or if they raise such issues and they are not resolved appropriately, then s/he should consult with those individual(s) designated by the Audit Committee to address such matters (the "Ethics Officer(s)"), who will follow the procedures approved by the Audit Committee for resolving such matters. The Ethics Officer(s) will also follow the procedures described in Section 4 below. Any Employee or Director who becomes involved in a situation that gives rise to an actual conflict of interest must promptly inform the Ethics Officer(s) of such conflict.
3. Full, Fair, Accurate, Timely and Understandable Disclosure
QUALCOMM is committed to ensuring that all disclosures in reports and documents that the Company files with, or submits to the SEC, as well as other public communications made by the Company are full, fair, accurate, timely and understandable. The Company's CEO, President, CFO and Controller ("Senior Officers") are ultimately responsible for taking all necessary steps to ensure that this occurs. All Company Employees and Directors shall take appropriate steps within their area of responsibility to ensure the same.
4. Internal Reporting of Code Violations
Any Employee or Director who in good faith believes or suspects that any portion of this Code has been violated (including any violation of Section 3 of this Code) and does not feel comfortable addressing the issue with individuals identified in Section 2 should immediately report such violation to the Ethics Officer(s) or to the Chair of the Audit Committee of the Board of Directors. Any such report will be promptly evaluated and/or investigated. While the Company strongly prefers that any individual who wishes to make such a complaint to identify him/herself (to assist in the understanding of the concerns expressed), the Company has created a "hotline" where Employees or Directors may anonymously report known or suspected violations of this Code. To access the hotline, call 800-300-3816. Any person reporting such a violation should be prepared to provide as much detail as possible about the suspected violation, including the individuals involved, the nature of the violation, documentation of the violation, or any other information which may be helpful in the Company's evaluation and, if necessary, investigation of the complaint. Prompt disclosure to the appropriate parties is vital to ensure a thorough and timely evaluation and appropriate resolution. A violation of this Code is a serious matter and could have legal implications. Allegations of such behavior are not taken lightly and should not be made to embarrass someone or put him or her in a false light. Therefore, reports of suspected violations should always be made in good faith.
5. No Retaliation
The Company will not tolerate any retaliation against any person who provides information in good faith to a Company or law enforcement official concerning a possible violation of any law, regulation or this Code. Any Employee or Director who violates this rule may be subject to civil, criminal and administrative penalties, as well as disciplinary action, up to and including termination of employment.
6. Consequences for Non-Compliance with this Code
Corrective Actions. Any violation of applicable law or any deviation from the standards embodied in this Code will result in appropriate corrective and/or disciplinary action, up to and including termination of employment.
Required Government Reporting. Whenever conduct occurs that requires a report to the government, the Ethics Officer(s), under the direction of the Audit Committee, shall be responsible for complying with such reporting requirements.
7. Publication of this Code; Amendments and Waivers
This Code will be posted and maintained on the Company's website and posting will be disclosed in the Company's Annual Report on Form 10-K.
The Annual Report on Form 10-K, by reference to the Company's proxy statement, if permitted by SEC rules, will also contain a statement that amendments to and waivers of this Code with respect to Senior Officers will be posted on the Company's website.
While waivers of this code are not anticipated, any amendment to or waiver of this Code with respect to a Senior Officer or Director shall require approval of the Board of Directors. In addition, any amendment to or waiver of this Code with respect to a Senior Officer or Director:
Shall be disclosed within five (5) days of such action on the Company's website for a period of not less than twelve months, or in a filing on Form 8-K with the Securities and Exchange Commission.
Shall be reported in the Company's next periodic report with the SEC if not previously reported on a Form 8-K.
Records of any disclosures relating to waivers of this Code shall be retained for no less than five years.
Adopted by the Audit Committee on December 9, 2003.