AMD is committed to achieving the highest standards of ethics and integrity in all aspects of our business. We implement processes and procedures to ensure that our practices are consistent with our policies. We believe that the integrity of an organization begins with every employee's commitment to a set of core values and their responsibility to act in concert with those values. AMD’s core values are:
• Respect for People
• Integrity
• Our Customers’ Success
• Customer-Centric Innovation
• Initiative and Accountability
• Fair and Open Competition
Responsibilities, Policies and Resources
AMD’s Executive Vice President of Legal, Corporate and Public Affairs oversees the management of corporate responsibility-related policies and practices. The following sections provide an overview of the key aspects of AMD’s corporate ethics and governance policies, oversight structures and processes:
• Board of Directors
• Principles of Corporate Governance
• Worldwide Standards of Business Conduct
• Code of Ethics
• Corporate Compliance Committee
• Stock Ownership Guidelines
• AMD AlertLine
• Internal Audit
• Global Internal Controls and Compliance Organization
• Risk Management
• AMD Political Action Committee
Dow Jones Sustainability Index
AMD remained on the Dow Jones Sustainability World Index in 2008, the Dow Jones Sustainability United States Index, and the Dow Jones Sustainability North American Index. Additionally, AMD remained on the Calvert Social Index®. All of these indices recognize companies with proactive policies and practices that meet globally recognized corporate responsibility standards.
Board of Directors
AMD's Board of Directors is responsible for selecting the Chief Executive Officer, and supervising the management of the corporation’s business and affairs. AMD’s Board Chairman and CEO are separate roles performed by different individuals.
As of December 26, 2009, AMD’s Board consisted of ten members and three Committees that are responsible for review and oversight of company strategies, policies, and practices. The committees include the Audit and Finance Committee, Compensation Committee, and the Nominating and Corporate Governance Committee. Committee members and their chairs are appointed by the Board annually. In accordance with AMD's principles of corporate governance, a majority of members of the Board must meet the criteria for independence as required by applicable law and the New York Stock Exchange standards. The Board evaluates its own performance annually. Director and executive compensation is linked to performance as outlined in AMD’s Proxy statement.
AMD’s Nominating and Corporate Governance Committee is responsible for evaluating the qualifications of Board members. Prospective members are evaluated on a variety of attributes including personal and professional character, integrity, ethics and values, as well as relevant business and industry experience. Other attributes for prospective Board members may include an understanding of relevant technologies, marketing, finance, regulation, public policy, and international issues in the context of the perceived needs of the Board and the best interests of AMD and our shareholders. Board nominations and other communications with the Board are addressed as outlined in our annual Proxy statement.
Communications from stockholders related to corporate governance and other proposals for consideration are addressed as outlined in our annual Proxy statement.
Principles of Corporate Governance
AMD's Board has developed a set of Principles of Corporate Governance as a framework for its oversight activities devoted to protecting and advancing the long-term interests of shareholders and other stakeholders—including employees, customers, suppliers, creditors, and the communities where we operate. In accordance with AMD's Principles of Corporate Governance, a majority of members of the Board must meet the criteria for independence as required by applicable law and the New York Stock Exchange standards. All Board members except two—Dirk Meyer and Waleed Ahmed Al Mokarrab Al Muhairi—meet the independence requirements.
• AMD's Principles of Corporate Governance are available here.
AMD's Worldwide Standards of Business Conduct
AMD's Worldwide Standards of Business Conduct (WWSBC) support our commitment to high ethical standards and compliance with laws, regulations, and company policies. These standards apply to all AMD directors and employees worldwide and are one of the key components of the company's compliance and ethics program. They reiterate our values and outline guidelines on a broad range of workplace, business practice, and conflicts of interest principles such as employment and labor practices, privacy, employee safety and health, business and accounting practices, political activities and contributions, insider trading, antitrust laws, and the Foreign Corrupt Practices Act. The WWSBC are currently available in eight languages: English, Japanese, German, Malay, Chinese (Mandarin), Spanish, Portuguese, and Russian. All employees worldwide receive copies of and training on the WWSBC.
• AMD's WWSBC are available here.
Code of Ethics
AMD's Code of Ethics supports the commitment of our Corporate Officers and key finance executives to the highest ethical standards and compliance with laws, regulations, and company policies applicable to corporate financial transactions, reporting, and disclosure. Our executives are vested with the responsibility—and in some cases the authority—to protect, balance, and preserve the interests of our stakeholders. AMD’s executives fulfill this responsibility, in part, by prescribing and enforcing appropriate policies and procedures for the company's finance organization and by enforcing and adhering to the principles set forth in this code.
• AMD's Code of Ethics is available here.
Corporate Compliance Committee
AMD's Corporate Compliance Committee is the internal group responsible for oversight of AMD's Worldwide Standards of Business Conduct and related policies/procedures (e.g., Foreign Corrupt Practices Act, conflict of interest rules). The Committee provides regular ethics/compliance activity reports and status updates to the Board of Directors
Stock Ownership Guidelines
AMD believes that Executive Officers and members of the Board of Directors should own and hold common stock of the company to further align their interests and actions with the interests of AMD stockholders. Therefore, the Board of Directors adopted Stock Ownership Guidelines based on relevant market competitiveness. The guidelines specify the number of shares members of the Board and officers must own and vary according to officer level.
• AMD Stock Ownership Guidelines are available here.
AMD AlertLine
The AMD AlertLine (1-800-381-6221) is a toll-free, multi-lingual service that accepts anonymous reports about suspected illegal activity or violations of AMD’s Worldwide Standards of Business Conduct. The AMD AlertLine is available to all AMD employees worldwide, 24 hours a day, seven days a week, and the Board of Directors receives summaries of all calls.
Internal Audit
AMD's Internal Audit function is an agent of AMD's Board of Directors with direct reporting responsibilities to the Board's Audit and Finance Committee, as well as the Chief Financial Officer. The Internal Audit group brings a systematic, disciplined approach to such activities as risk management, systems and process controls, and governance processes to drive efficiency and consistency in our business processes and help organizations accomplish their objectives. This group has unrestricted access to all functions, property, records, and personnel to conduct their reviews and make recommendations for improving or changing business practices and/or policies. Perhaps most importantly, the Internal Audit group provides a fresh perspective on improving the quality and consistency of our systems, processes, and operations across the company.
Global Internal Controls and Compliance Organization
AMD's Global Internal Controls and Compliance Organization (GICCO) implements internal controls and processes based on an assessment of risks to financial statements and related assertions. GICCO coordinates compliance with the requirement of the Sarbanes-Oxley Act of 2002 (SOX) to ensure that financial risks are addressed by controls that are formalized and available for external and internal audits. AMD’s approach to SOX compliance is based on risk assessment. We evaluate SOX audit findings for financial reporting purposes and annual Internal Control Assessment Document (ICAD). GICCO further educates and trains employees about the SOX requirements to help AMD ensure the reliability of financial reporting and compliance with laws and regulations.
Risk Management
AMD has an obligation to our stakeholders to understand and effectively and deliberately manage our business risks to ensure that we will continue to compete and succeed in the marketplace. We accomplish this through a systematic approach to managing risk of loss, disruption, or interruption of mission critical activities that are aligned with our strategic business initiatives. Our business resilience and preparation is routinely reviewed and our management plans updated accordingly.
AMD faces a variety of potential risks and disruptions to our operations and business that are discussed in our Annual Report on Form 10-K. Our risk management processes include an integrated approach that focuses on policies, procedures, and management systems such as: Environment, Health, and Safety (EHS); Quality; and Business Continuity Management (BCM). Our Crisis Management plans are designed to provide a quick, decisive, and coordinated response in order to protect people, the environment and—to the extent possible—maintain normal business operations in unforeseen situations.
Through our policies and detailed procedures we seek to address many social, environmental, and ethical risks. Our Worldwide Standards of Business Conduct outline our corporate policies related to Social, Environmental, and Ethical (SEE) risks, with more detailed procedures defined by specific policies such as our Code of Ethics for financial officers and other policies.
We use our existing systems to manage risks through proper planning, communications, and training. AMD's Business Continuity Management (BCM) process encompasses identification and analysis of risks to the corporation, the mitigation of those risks, and the preparation to effectively manage crises when or if they occur. Our BCM process is part of a broad spectrum of AMD management disciplines, working as teams to effectively manage risks.
In addition, the Board of Directors is actively involved in overseeing risk management for AMD. This oversight is conducted primarily through committees of the Board. The Audit and Finance Committee reviews the Company’s portfolio of risk, discusses with management significant financial risks in conjunction with enterprise risk exposures, the Company’s policies with respect to risk assessment and risk management, and the actions management has taken to limit, monitor or control financial and enterprise risk exposure. The Audit and Finance Committee meets with our director of our Internal Audit department to discuss any issues that she believes warrant attention. The director of our Internal Audit Department reports directly to the Chair of the Audit and Finance Committee and “dotted-line” to our Chief Financial Officer and serves a staff function for the Audit and Finance Committee. The Compensation Committee oversees risk management as it relates to our compensation plans, policies and practices in connection with structuring our executive compensation programs and reviewing our incentive compensation programs for other employees and has reviewed with management whether our compensation programs may create incentives for our employees to take excessive or inappropriate risks which could have a material adverse effect on the Company. In addition, the Nominating and Corporate Governance Committee adopted a framework for the oversight of enterprise risk pursuant to which it works with management to identify, categorize and evaluate enterprise risks, and also to develop risk mitigation and response strategies. The Board receives full reports from each committee chair regarding the committee’s considerations and actions.
AMD Political Action Committee
By law, corporations cannot contribute directly to federal candidates or national political committees. Instead, federal law permits corporations to establish and operate a Political Action Committee allowing eligible U.S. employees and shareholders to pool their voluntary contributions to support candidates.
As part of AMD’s commitment to citizenship and community participation, AMD established the employee-driven AMD Political Action Committee (AMD PAC) in 2005. The federal AMD PAC is a means for our eligible employees and individual shareholders to participate in the political process and help support U.S. candidates for elective office who share the PAC’s views on policies important to AMD and the semiconductor industry. The bi-partisan AMD PAC is managed by a voluntary Advisory Board comprised of AMD employees.
The Board has established and follows contribution guidelines that consider, for instance, candidates' elected representation of AMD employees, leadership on prioritized policy matters, and voting history.
The AMD PAC regularly files public reports with the U.S. Federal Elections Commission (FEC) that contain information about contributions, expenditures, and other operational matters. The public disclosure reports of the AMD PAC may be found on the FEC website.
• Respect for People
• Integrity
• Our Customers’ Success
• Customer-Centric Innovation
• Initiative and Accountability
• Fair and Open Competition
Responsibilities, Policies and Resources
AMD’s Executive Vice President of Legal, Corporate and Public Affairs oversees the management of corporate responsibility-related policies and practices. The following sections provide an overview of the key aspects of AMD’s corporate ethics and governance policies, oversight structures and processes:
• Board of Directors
• Principles of Corporate Governance
• Worldwide Standards of Business Conduct
• Code of Ethics
• Corporate Compliance Committee
• Stock Ownership Guidelines
• AMD AlertLine
• Internal Audit
• Global Internal Controls and Compliance Organization
• Risk Management
• AMD Political Action Committee
Dow Jones Sustainability Index
AMD remained on the Dow Jones Sustainability World Index in 2008, the Dow Jones Sustainability United States Index, and the Dow Jones Sustainability North American Index. Additionally, AMD remained on the Calvert Social Index®. All of these indices recognize companies with proactive policies and practices that meet globally recognized corporate responsibility standards.
Board of Directors
AMD's Board of Directors is responsible for selecting the Chief Executive Officer, and supervising the management of the corporation’s business and affairs. AMD’s Board Chairman and CEO are separate roles performed by different individuals.
As of December 26, 2009, AMD’s Board consisted of ten members and three Committees that are responsible for review and oversight of company strategies, policies, and practices. The committees include the Audit and Finance Committee, Compensation Committee, and the Nominating and Corporate Governance Committee. Committee members and their chairs are appointed by the Board annually. In accordance with AMD's principles of corporate governance, a majority of members of the Board must meet the criteria for independence as required by applicable law and the New York Stock Exchange standards. The Board evaluates its own performance annually. Director and executive compensation is linked to performance as outlined in AMD’s Proxy statement.
AMD’s Nominating and Corporate Governance Committee is responsible for evaluating the qualifications of Board members. Prospective members are evaluated on a variety of attributes including personal and professional character, integrity, ethics and values, as well as relevant business and industry experience. Other attributes for prospective Board members may include an understanding of relevant technologies, marketing, finance, regulation, public policy, and international issues in the context of the perceived needs of the Board and the best interests of AMD and our shareholders. Board nominations and other communications with the Board are addressed as outlined in our annual Proxy statement.
Communications from stockholders related to corporate governance and other proposals for consideration are addressed as outlined in our annual Proxy statement.
Principles of Corporate Governance
AMD's Board has developed a set of Principles of Corporate Governance as a framework for its oversight activities devoted to protecting and advancing the long-term interests of shareholders and other stakeholders—including employees, customers, suppliers, creditors, and the communities where we operate. In accordance with AMD's Principles of Corporate Governance, a majority of members of the Board must meet the criteria for independence as required by applicable law and the New York Stock Exchange standards. All Board members except two—Dirk Meyer and Waleed Ahmed Al Mokarrab Al Muhairi—meet the independence requirements.
• AMD's Principles of Corporate Governance are available here.
AMD's Worldwide Standards of Business Conduct
AMD's Worldwide Standards of Business Conduct (WWSBC) support our commitment to high ethical standards and compliance with laws, regulations, and company policies. These standards apply to all AMD directors and employees worldwide and are one of the key components of the company's compliance and ethics program. They reiterate our values and outline guidelines on a broad range of workplace, business practice, and conflicts of interest principles such as employment and labor practices, privacy, employee safety and health, business and accounting practices, political activities and contributions, insider trading, antitrust laws, and the Foreign Corrupt Practices Act. The WWSBC are currently available in eight languages: English, Japanese, German, Malay, Chinese (Mandarin), Spanish, Portuguese, and Russian. All employees worldwide receive copies of and training on the WWSBC.
• AMD's WWSBC are available here.
Code of Ethics
AMD's Code of Ethics supports the commitment of our Corporate Officers and key finance executives to the highest ethical standards and compliance with laws, regulations, and company policies applicable to corporate financial transactions, reporting, and disclosure. Our executives are vested with the responsibility—and in some cases the authority—to protect, balance, and preserve the interests of our stakeholders. AMD’s executives fulfill this responsibility, in part, by prescribing and enforcing appropriate policies and procedures for the company's finance organization and by enforcing and adhering to the principles set forth in this code.
• AMD's Code of Ethics is available here.
Corporate Compliance Committee
AMD's Corporate Compliance Committee is the internal group responsible for oversight of AMD's Worldwide Standards of Business Conduct and related policies/procedures (e.g., Foreign Corrupt Practices Act, conflict of interest rules). The Committee provides regular ethics/compliance activity reports and status updates to the Board of Directors
Stock Ownership Guidelines
AMD believes that Executive Officers and members of the Board of Directors should own and hold common stock of the company to further align their interests and actions with the interests of AMD stockholders. Therefore, the Board of Directors adopted Stock Ownership Guidelines based on relevant market competitiveness. The guidelines specify the number of shares members of the Board and officers must own and vary according to officer level.
• AMD Stock Ownership Guidelines are available here.
AMD AlertLine
The AMD AlertLine (1-800-381-6221) is a toll-free, multi-lingual service that accepts anonymous reports about suspected illegal activity or violations of AMD’s Worldwide Standards of Business Conduct. The AMD AlertLine is available to all AMD employees worldwide, 24 hours a day, seven days a week, and the Board of Directors receives summaries of all calls.
Internal Audit
AMD's Internal Audit function is an agent of AMD's Board of Directors with direct reporting responsibilities to the Board's Audit and Finance Committee, as well as the Chief Financial Officer. The Internal Audit group brings a systematic, disciplined approach to such activities as risk management, systems and process controls, and governance processes to drive efficiency and consistency in our business processes and help organizations accomplish their objectives. This group has unrestricted access to all functions, property, records, and personnel to conduct their reviews and make recommendations for improving or changing business practices and/or policies. Perhaps most importantly, the Internal Audit group provides a fresh perspective on improving the quality and consistency of our systems, processes, and operations across the company.
Global Internal Controls and Compliance Organization
AMD's Global Internal Controls and Compliance Organization (GICCO) implements internal controls and processes based on an assessment of risks to financial statements and related assertions. GICCO coordinates compliance with the requirement of the Sarbanes-Oxley Act of 2002 (SOX) to ensure that financial risks are addressed by controls that are formalized and available for external and internal audits. AMD’s approach to SOX compliance is based on risk assessment. We evaluate SOX audit findings for financial reporting purposes and annual Internal Control Assessment Document (ICAD). GICCO further educates and trains employees about the SOX requirements to help AMD ensure the reliability of financial reporting and compliance with laws and regulations.
Risk Management
AMD has an obligation to our stakeholders to understand and effectively and deliberately manage our business risks to ensure that we will continue to compete and succeed in the marketplace. We accomplish this through a systematic approach to managing risk of loss, disruption, or interruption of mission critical activities that are aligned with our strategic business initiatives. Our business resilience and preparation is routinely reviewed and our management plans updated accordingly.
AMD faces a variety of potential risks and disruptions to our operations and business that are discussed in our Annual Report on Form 10-K. Our risk management processes include an integrated approach that focuses on policies, procedures, and management systems such as: Environment, Health, and Safety (EHS); Quality; and Business Continuity Management (BCM). Our Crisis Management plans are designed to provide a quick, decisive, and coordinated response in order to protect people, the environment and—to the extent possible—maintain normal business operations in unforeseen situations.
Through our policies and detailed procedures we seek to address many social, environmental, and ethical risks. Our Worldwide Standards of Business Conduct outline our corporate policies related to Social, Environmental, and Ethical (SEE) risks, with more detailed procedures defined by specific policies such as our Code of Ethics for financial officers and other policies.
We use our existing systems to manage risks through proper planning, communications, and training. AMD's Business Continuity Management (BCM) process encompasses identification and analysis of risks to the corporation, the mitigation of those risks, and the preparation to effectively manage crises when or if they occur. Our BCM process is part of a broad spectrum of AMD management disciplines, working as teams to effectively manage risks.
In addition, the Board of Directors is actively involved in overseeing risk management for AMD. This oversight is conducted primarily through committees of the Board. The Audit and Finance Committee reviews the Company’s portfolio of risk, discusses with management significant financial risks in conjunction with enterprise risk exposures, the Company’s policies with respect to risk assessment and risk management, and the actions management has taken to limit, monitor or control financial and enterprise risk exposure. The Audit and Finance Committee meets with our director of our Internal Audit department to discuss any issues that she believes warrant attention. The director of our Internal Audit Department reports directly to the Chair of the Audit and Finance Committee and “dotted-line” to our Chief Financial Officer and serves a staff function for the Audit and Finance Committee. The Compensation Committee oversees risk management as it relates to our compensation plans, policies and practices in connection with structuring our executive compensation programs and reviewing our incentive compensation programs for other employees and has reviewed with management whether our compensation programs may create incentives for our employees to take excessive or inappropriate risks which could have a material adverse effect on the Company. In addition, the Nominating and Corporate Governance Committee adopted a framework for the oversight of enterprise risk pursuant to which it works with management to identify, categorize and evaluate enterprise risks, and also to develop risk mitigation and response strategies. The Board receives full reports from each committee chair regarding the committee’s considerations and actions.
AMD Political Action Committee
By law, corporations cannot contribute directly to federal candidates or national political committees. Instead, federal law permits corporations to establish and operate a Political Action Committee allowing eligible U.S. employees and shareholders to pool their voluntary contributions to support candidates.
As part of AMD’s commitment to citizenship and community participation, AMD established the employee-driven AMD Political Action Committee (AMD PAC) in 2005. The federal AMD PAC is a means for our eligible employees and individual shareholders to participate in the political process and help support U.S. candidates for elective office who share the PAC’s views on policies important to AMD and the semiconductor industry. The bi-partisan AMD PAC is managed by a voluntary Advisory Board comprised of AMD employees.
The Board has established and follows contribution guidelines that consider, for instance, candidates' elected representation of AMD employees, leadership on prioritized policy matters, and voting history.
The AMD PAC regularly files public reports with the U.S. Federal Elections Commission (FEC) that contain information about contributions, expenditures, and other operational matters. The public disclosure reports of the AMD PAC may be found on the FEC website.