Policies

We are committed to upholding the highest standards both in the workplace and in all our business dealings. The five key policies that form part of our corporate governance are available here. Click on the links to read or download our Code of Ethics, Global Employment Standards, Whistleblower Policy, Rules concerning Insider Trading and Anti-Fraud Policy.​

​​​​

ANTI-FRAUD POLICY

ANTI-CORRUPTION, ANTI-FRAUD AND COMMERCIAL CRIME PREVENTION CODE

ASM requires all employees to refrain from illegal or unethical actions. Fraud, corruption or commercial crime can involve an individual’s willful or negligent conduct or omission which results in financial, disclosure misstatement, reputational or other harm to the Company.

Anti-Fraud Policy | 0.18MB
PDF  
CODE OF ETHICS

OUR COMMITMENT TO QUALITY

An integral part of ASM’s commitment to quality is in conducting our company’s business in an ethical and responsible manner. We believe that a company’s reputation for ethical and fair business practices is the foundation upon which it can build long-term relationships and achievements.

Code of Ethics | 0.10MB
PDF  

GLOBAL EMPLOYMENT STANDARDS

GENERAL

At ASM, we strive to set high standards for the way we conduct business in areas from corporate and social responsibility to sound business ethics, including compliance with all applicable laws and regulations.

Global Employment Standards | 0.09MB
PDF  

RULES CONCERNING INSIDER TRADING

GENERAL

As ASM International N.V. is quoted on the Euronext Amsterdam and NASDAQ (US) we and our employees are required by law and stock exchange regulations to comply with the following rules on Insider Trading, which are set out in or promulgated under the Act on Financial Supervision and the US Exchange Act and promulgated by the Authority for the Financial Markets.

Inside Information is knowledge of information of a precise nature which has not been made public, relating, directly or indirectly, to the Company or the trade in ASMI Financial Instruments and which, if it were made public, would have a significant influence on the price of the relevant financial instruments.

This Policy applies to all ASMI employees and to all trades in shares, options and bonds of ASM International and ASM Pacific Technology, and certain other companies described herein.

KEY PRINCIPLES

  • Every ASMI employee is prohibited from executing a transaction or recommending the execution of a transaction in ASMI financial instruments if he or she has inside information.
  • Members of the Management Board, the Supervisory Board, key executives and certain other persons are not allowed to deal in ASMI financial instruments during certain “Closed Periods”, nor are others allowed to do so, on their behalf.
  • Members of the Management Board, the Supervisory Board, key executives and certain other persons are required to notify the ASM Compliance Officer in writing of each completed transaction in ASMI financial instruments.

The Management Board of the Company has adopted the following rules of conduct with regard to Inside Information:

Article 1. Definitions

In these rules, a number of terms are regularly used in a particular meaning. These capitalised terms are defined below:

Act on Financial Supervision

The Act of 28 September 2006 on financial markets and the supervision of financial markets (Wet op het financieel toezicht).

Affiliated Company

Every Dutch limited liability company (naamloze vennootschap naar Nederlands recht, as referred to in Section 5:33 subsection 1(a) of the Act on Financial Supervision) the (depositary receipts for) shares of which have been admitted to trading on a regulated market as meant in Article 1, under 13, of the Council Directive 93/22/EEC of 10 May 1993 on investment services in the securities field:

  • belonging to the same group as the Company or in which the Company has a participating interest as referred to in section 24c, Book 2 Civil Code, if the turnover of that legal entity or company as most recently determined constitutes at least 10% of the consolidated turnover of the Company, or
  • which provides directly or indirectly more than 25% of the capital of the Company.
Affiliated Financial Instruments

Shares (or depository receipts for shares) in the capital of an Affiliated Company and rightspursuant to an agreement to acquire (depositary receipts for) shares in the capital of an Affiliated Company.

AFM

Authority for the Financial Markets (Autoriteit Financiële Markten).

ASMI Employee

Any person employed by, or in any other type of relationship of authority to, the Company or a Group Company or subsidiary of the Company, irrespective of the duration of the employment, as well as the managing and supervisory directors and the members of the Management and Supervisory Board of Group Companies, and in any case including all Designated Persons.

ASMI Executive

For the purposes of these rules, an ASMI-Executive is an ASMI-Employee (not being a Member of the Management Board or the Supervisory Board of the Company) who has an executive position with the Company and on that basis has the power to take decisions which have an effect on the future development and prospects of the Company and who may regularly have access to Inside Information.

ASMI Financial Instruments
  • (depositary receipts for) shares in the capital of the Company;
  • other financial instruments within the meaning of Section 1:1 of the Act on Financial Supervision in conjunction with Section 5:53 subsection 3 of the Act on Financial Supervision which:
    • have been admitted to trading on a regulated market in the Netherlands or for which a request for admission to trading on such a market has been made, or
    • which have been admitted to trading on a regulated market in another EU Member State, or for which a request for admission to trading on such a market has been made, or
    • are quoted on NASDAQ, or have been admitted to trading on a financial instruments exchange established and officially authorised in a state which is not a EU Member State, or for which a request for admission to trading has been made; or any other financial instruments which are likely to be listed on such a stock exchange in the near future; and
  • financial instruments, the value of which is (partly) determined by the value of (depositary receipts for) shares in the capital of the Company or the financial instruments referred to under b;
  • financial instruments which have been admitted to a financial instruments market, not being a regulated market, the operator of which has been recognized as referred to in Section 5:26 subsection 1 of the Act on Financial Supervision.
Closed Period
  • the period which starts 2 months prior to the first publication of the annual results of the Company, and ends at the end of the second trading day following the day on which these results have been publicised;
  • the period which starts 21 days prior to the first publication of the quarterly results or the six-monthly results of the Company, and ends at the end of the second trading day following the day on which these results have been publicised;
  • the period which starts at the moment, to be determined by the Compliance Officer pursuant to paragraph 3.4, the Company makes a determination to proceed with a public issue and subscription to shares, and ends at the end of the second trading day following the day on which a prospectus has been made available to the public.

The Management Board of the Company shall in due time, before the beginning of each financial year, announce, through the Compliance Officer, which periods in the relevant financial year will be considered to be Closed Periods. Amendments or supplements shall be announced in a similar manner in the course of the calendar year.

Closely Affiliated Persons

For the purposes of these rules, Closely Affiliated Persons are:

  • spouses, registered partners or life partners of, or other persons cohabitating with, as if married to or a registered partner of, a Member of the Management Board, a Member of the Supervisory Board or an ASMI-Executive;
  • children of a Member of the Management Board, a Member of the Supervisory Board or an ASMI-Executive who fall under his authority or who are under legal restraint and children for whom a Member of the Management Board, a Member of the Supervisory Board or an ASMI-Executive was appointed as a guardian;
  • other relatives by blood or otherwise of a Member of the Management Board, a Member of the Supervisory Board or an ASMI-Executive, who have on the date in question shared a joint household with such member or executive for at least one year;
  • a legal entity, a trust as referred to in Section 1 under c of the Act on the Supervision of Trust Offices (Wet toezicht trustkantoren) or a partnership
    • the executive responsibility of which is vested in:
    • which is controlled by:
    • hich has been created for the benefit of: or
    • the economic interests of which are essentially equivalent to those of:
      a Member of the Management Board, a Member of the Supervisory Board or an ASMI-Executive or a person referred to under a, b or c above.
Company

The limited liability company ASM International N.V., with corporate seat in Bilthoven, The Netherlands.

Compliance Officer

The officer referred to in Article 6.

Designated Persons

Persons designated by the Compliance Officer on the basis of Article 4.

Execution of a Transaction

To directly or indirectly and for one’s own account or for the account of others, buy or sell Financial Instruments or effect any other legal act aimed at acquiring or disposing of Financial Instruments.

Financial Instruments
  • (depositary receipts for) shares;
  • other financial instruments within the meaning of Section 1:1 of the Act on Financial Supervision in conjunction with Section 5:53 subsection 3 of the Act on Financial Supervision which: (i) have been admitted to trading on a regulated market in the Netherlands or for which a request for admission to trading on such a market has been made, or (ii) which have been admitted to trading on a regulated market in another EU Member State, or for which a request for admission to trading on such a market has been made, or (iii) which have been admitted to trading on a financial instruments exchange established and officially authorised in a state which is not a EU Member State, or for which a request for admission to trading has been made, or any other financial instruments which are likely to be listed on such a stock exchange in the near future; and
  • financial instruments, the value of which is (partly) determined by the value of (depositary receipts for) shares in the capital of the Company or the financial instruments referred to under b;
  • financial instruments which have been admitted to a financial instruments market, not being a regulated market, the operator of which has been recognized as referred to in Section 5:26 subsection 1 of the Act on Financial Supervision.
Group Company

A legal entity or company in which the Company has a participating interest as referred to in section 24c, book 2 of the Dutch Civil Code, if the turnover of that legal entity or company as most recently determined constitutes at least 10% of the consolidated turnover of the Company.

Inside Information

Knowledge of information of a precise nature which has not been made public, relating, directly or indirectly, to the Company or to the trade in Financial Instruments and which, if it were made public, would have a significant influence on the price of (either listed or unlisted) Financial Instruments.

Market Abuse Regulation

The Ministerial regulation of 12 October 2006 (Besluit marktmisbruik Wft, Staatsblad 2006, 510).

Other Financial Instruments

Financial instruments issued by listed companies other than the Company or Affiliated Companies, to the extent that these are designated by the Compliance Officer in accordance with the provisions of paragraph 3.5.

US Exchange Act

The US Securities Exchange Act of 1934, as amended.

Article 2. General rules for all ASMI-Employees

  • 2.1 Every ASMI-Employee shall be prohibited from Executing (or trying to Execute) a Transaction, including Transactions in ASMI Financial Instruments, if he or she has Inside Information. This prohibition shall not apply to the situations set out in paragraph 2.5.
  • 2.2 Every ASMI-Employee shall be prohibited from recommending the Execution of Financial Instruments Transactions, including Transactions in ASMI Financial Instruments, to a third party if he or she has Inside Information.
  • 2.3 Every ASMI-Employee shall be prohibited from disclosing Inside Information to a third party.
  • 2.4 If an ASMI-Employee is in doubt as to whether a prohibition applies to him or her, it is recommended that he or she contact the Compliance Officer.
  • 2.5 The prohibitions of paragraphs 2.1 and 3.2 shall not apply to:
    • the acceptance, within the scope of an employee participation plan, of a grant of ASMI Financial Instruments, if a consistent policy is followed by the Company with regard to the conditions and periodicity of the plan;
    • the exercise of options, the conversion of convertible bonds or the exercise of warrants or similar rights to ASMI Financial Instruments within the scope of an employee participation plan (but not the resale of any ASMI Financial Instruments acquired thereby), on the date of expiry of such right or within a period of five business days prior thereto;
    • the receipt of ASMI Financial Instruments as payment of dividend, other than in the form of optional dividend.
  • 2.6 Concerning transactions executed in or from within the Netherlands and not in or from within the US or involving any US person or any financial instruments listed on the NASDAQ stock market or any other US stock exchange, the prohibitions of paragraphs 2.1 and 3.2 shall not apply to:
    • a person who Executes a Transaction in order to fulfil a due and payable obligation which already existed when that person became aware of the details with regard to which he or she has Inside Information;
    • the exercise of options, the conversion of convertible bonds or the exercise of warrants or similar rights to acquire ASMI Financial Instruments within the scope of an employee participation plan, on the date of expiry of such right or within a period of five business days prior thereto, and, furthermore, the sale within said period of the ASMI Financial Instruments acquired by exercising the rights, provided that the person concerned has, at least four months prior to expiry, notified the Compliance Officer in writing of its intention to sell (said person being in such case under an obligation to sell) or has granted the Company an irrevocable power of attorney regarding the sale.
  • 2.7 The prohibition of paragraph 2.3 shall not apply if the conduct referred to takes place as part of the normal fulfilment by the relevant person of his or her work, profession or position with the Company and which does not breach or violate any confidentiality agreement with, or duty owed to, the Company.
  • 2.8 The provisions embodied in Article 2 of these rules shall be entirely without prejudice to the prohibitions under the Act on Financial Supervision and the US Exchange Act.

Article 3. Prohibitions for members of the Management Board, the Supervisory Board, ASMI-Executives and Designated Persons

Members of the Management or the Supervisory Board
  • 3.1 For the purposes of these rules, the following persons shall be deemed Members of the Management or the Supervisory Board:
    • members of the Management Board of the Company;1
    • members of the Supervisory Board of the Company.

1Pursuant to section 5:48 subsection 9 of the Act on Financial Supervision, if a legal entity is managing director of a company, the natural persons who determine the daily policy of that legal entity are regarded as members of the Management Board and the natural persons who supervise the policy of the management and the general course of affairs in that legal entity are regarded as members of the Supervisory Board.

Prohibitions for Members of the Management Board, the Supervisory Board, ASMI-Executives and Designated Persons
  • 3.2 Every Member of the Management Board or the Supervisory Board, ASMI-Executives and Designated Persons shall be prohibited from:
    • Executing Transactions in ASMI Financial Instruments during a Closed Period, irrespectiveof whether he or she has Inside Information;
    • Executing Transactions in ASMI Financial Instruments during the period – not being a Closed Period – in which the Compliance Officer has prohibited him or her from doing so pursuant to the provisions of paragraph 3.3 of these rules;
    • Executing a Transaction in ASMI Financial Instruments and, within six months thereafter, Executing another Transaction in ASMI Financial Instruments, if the other Transaction is opposite to the first Transaction or if the risk of the first Transaction is thereby excluded or limited, provided however that this prohibition does not apply if the first Transaction consists of the exercise of an option granted by the Company and the second Transaction consists of the sale of the ASMI Financial Instruments obtained by the exercise of the option;
    • Executing a Transaction in Other Financial Instruments, if the Compliance Officer has so determined in accordance with the provisions of paragraph 3.5 and has notified the relevant person thereof, irrespective of whether he or she has Inside Information;
    • Buying or writing options on ASMI- or Affiliated Financial Instruments, with the exception of options that are granted by the Company within the scope of an option plan.
    The prohibitions of this paragraph 3.2 shall not apply to Transactions as referred to in paragraph 2.5.
  • 3.3 The Compliance Officer may prohibit Members of the Management Board, the Supervisory Board, ASMI-Executives and/or (groups of) Designated Persons from Executing Transactions in ASMI Financial Instruments during a period, outside a Closed Period, for example in relation to a public issue or subscription of shares.
  • 3.4 At the request of an ASMI-Executive or a Designated Person, the Compliance Officer may under special circumstances apply to the Supervisory Board to grant dispensation from the provisions of paragraph 3.2 under a. The request shall be made in writing and the dispensation shall be granted in writing.
  • 3.5 In case the Compliance Officer has reason to believe that any Members of the Management Board or the Supervisory Board, ASMI-Executives and/or Designated Persons:
    • have or may have Inside Information related to Other Financial Instruments;
    • might create the impression of violating Section 5:56 of the Act on Financial Supervision or Section 10(b) of the US Exchange Act if they would Execute a Transaction in Other Financial Instruments; or
    • are in a position, on account of their position in the Company, to make a better assessment of the state of affairs in an entity issuing Other Financial Instruments than they would be able to on the basis of public information (e.g. in case of certain competitors or suppliers of the Company), the Compliance Officer may determine that these Members of the Management Board or the Supervisory Board, ASMI-Executives and/or Designated Persons are
      • (temporarily) not allowed to Execute Transactions in (certain) Other Financial Instruments (to be determined by him); or
      • are (temporarily) required to notify the Compliance Officer of any transaction in Other Financial Instruments Executed by them.
    Such a prohibition or duty to notify shall not be imposed if and to the extent that a member of the Management Board or the Supervisory Board, an ASMI-Executive or a Designated Person limits his or her transactions to transactions in listed investment funds, or has his or her transactions executed by an independent manager who has been given written authorization by the relevant member and Executes the Transaction concerned without any instruction from or consultation with his principal, provided such an authorization and execution comply with the requirements of Rule 10b5-1(c) under the US Exchange Act. A copy of the agreement with the independent portfolio manager shall be sent to the Compliance Officer.
  • 3.6 The provisions of this Article 3 shall remain applicable during six months after a Member of the Management Board or the Supervisory Board or an ASMI-Executive has ceased to serve in that capacity.

Article 4. Prohibitions for Designated Persons

  • 4.1 The Compliance Officer may on a temporary basis designate ASMI-Employees (other than members of the Management Board, the Supervisory Board or ASMI-Executives) as Designated Persons, if he believes that the ASMI-Employee concerned has or may obtain Inside Information or if he believes that the ASMI-Employee concerned might create the impression of acting in violation of the Act on Financial Supervision or the US Exchange Act. The Compliance Officer shall inform the ASMI-Employee concerned in writing of the designation. The Compliance Officer may withdraw the designation as Designated Person if he believes that the reason for the designation has ceased to exist. The Compliance Officer shall inform the ASMI-Employee in writing of the withdrawal.
  • 4.2 Managing directors and supervisory directors of legal entities or companies that have been designated as a Group Company by the Management Board, to the extent that they are not covered by paragraph 3.1, will in any case be designated as Designated Persons.
  • 4.3 The prohibitions of paragraphs 3.2, 3.3 and 3.5 shall apply to Designated Persons for the duration of that designation.

Article 5. Obligations to notify

  • 5.1 The notifications referred to in this Article 5 shall be made by using the reporting form attached as Appendix I to these Rules (or any other form prescribed by the Compliance Officer). In making the notifications, the questions contained in the forms must be answered in a complete and truthful manner.
Statutory obligations of Members of the Management and Supervisory Board to notify the AFM and the Compliance Officer
  • 5.2 The Compliance Officer shall notify the Members of the Management and Supervisory Board in writing of the limited liability companies that are regarded as Affiliated Companies for the purposes of these Rules. This notification shall be effected immediately after these Rules take effect and shall subsequently take place on any change in the Affiliated Companies.
  • 5.3 In accordance with the provisions of section 5:48 subsection 3 of the Act on Financial Supervision, Members of the Management and Supervisory Board must within two weeks of their designation or appointment notify the AFM of the number of ASMI Financial Instruments and Affiliated Financial Instruments at their disposal and the number of votes they can cast on the issued capital of the Company and the issued capital of Affiliated Companies.
  • 5.4 In accordance with the provisions of section 5:48 subsection 5 of the Act on Financial Supervision, Members of the Management and Supervisory Board must without delay after a company has become an Affiliated Company notify the AFM of the number of Affiliated Financial Instruments at their disposal and the number of votes they can cast on the issued capital of the Affiliated Company.
  • 5.5 In accordance with the provisions of section 5:48 subsections 6 and 7 of the Act on Financial Supervision, Members of the Management and Supervisory Board must notify the AFM without delay of any change in the number of ASMI Financial Instruments and Affiliated Financial Instruments at their disposal, and of any change in the number of votes that they can cast on the issued capital of the Company and Affiliated Companies.
  • 5.6 The obligation as referred to in section 5:60 subsection 1 of the Act on Financial Supervision, i.e. the notification by a Member of the Management Board or the Supervisory Board of Transactions in ASMI Financial Instruments, shall be met if pursuant to paragraph 5.5 the AFM has been notified without delay of a change in the number of ASMI Financial Instruments and Affiliated Financial Instruments which are at the disposal of a Member of the Management Board or the Supervisory Board.
  • 5.7 A Member of the Management Board or the Supervisory Board may request the Compliance Officer to comply on his or her behalf with the statutory obligation to notify the AFM, as referred to in paragraphs 5.3, 5.4 and 5.5. The Members of the Management and Supervisory Board must make this request and supply the necessary information to the Compliance Officer without delay.
Obligation of ASMI-Executives, Closely Affiliated Persons and Designated Persons to notify the Compliance Officer of Executed Transactions in ASMI Financial Instruments
  • 5.8 ASMI-Executives, Closely Affiliated Persons and Designated Persons must inform the Compliance Officer in writing of any Transaction in ASMI Financial Instruments within five working days of its Execution. This shall not apply to Transactions as referred to in paragraph 2.5.
Statutory obligation of ASMI-Executives and Closely Affiliated Persons to notify the AFM
  • 5.9 Pursuant to the provisions of section 5:60 of the Act on Financial Supervision, read in conjunction with section 5 (and further) of the Market Abuse Regulation, ASMI-Executives and Closely Affiliated Persons shall be obliged to notify the AFM of Transactions in ASMI Financial Instruments Executed by them.
  • 5.10 ASMI-Executives and Closely Affiliated Persons must effect this notification no later than on the fifth business day after the day on which the Transaction to be notified has been Executed.
  • 5.11 ASMI-Executives and Closely Affiliated Persons may request the Compliance Officer in writing to make the relevant notification on their behalf. This request can only be made simultaneously with the notification referred to in paragraph 5.8.
  • 5.12 To the extent it is aware thereof, the Company shall inform ASMI-Executives, Closely Affiliated Persons and Designated Persons that they are subject to notification obligations, but failure to so notify shall not excuse compliance with these Rules.
  • 5.13 Members of the Management Board, Members of the Supervisory Board and ASMI-Executives must inform the Persons Closely Affiliated with them of the obligations set out in paragraphs 5.8 and 5.9.
  • 5.14 ASMI-Executives and Closely Affiliated Persons must make the notification to the AFM themselves, unless they have, no later than on the occasion of the notification to the Compliance Officer as mentioned in paragraph 5.8, requested the Compliance Officer in writing to do so on their behalf. Said request must be made by completing and signing the form attached as Appendix I to these Rules (or any other form prescribed by the Compliance Officer) and sending it to the Compliance Officer.

Article 6. Compliance Officer

  • 6.1 The Management Board of the Company shall appoint a Compliance Officer and may dismiss him at any time.
  • 6.2 The Management Board shall announce the identity of the Compliance Officer and where he can be reached.
  • 6.3 The Compliance Officer has the duties and powers conferred on him by these rules. The Management Board may confer additional duties and powers on the Compliance Officer.
  • 6.4 The Compliance Officer may in consultation with the Management Board designate one or more deputies who may be established in other countries and who may, for the benefit of the ASMIEmployees in those countries, exercise such duties and powers as the Compliance Officer shall determine in consultation with the Management Board. The Compliance Officer may in consultation with the Management Board designate persons to replace him or her during his or her absence.
  • 6.5 The Compliance Officer shall report annually to the Chairman of the Management Board of the Company and the Chairman of the Supervisory Board of the Company.
  • 6.6 The Compliance Officer shall ensure, in consultation with the Management Board, the determination and announcement in good time of the Closed Periods.
  • 6.7 The Compliance Officer shall keep a register of ASMI-Employees who may possess Inside Information on a regular or incidental basis. The Compliance Officer shall inform these persons about the prohibitions mentioned in these rules, as well as about the legal prohibitions and sanctions imposed on non-compliance.

Article 7. Register

  • 7.1 The Compliance Officer shall keep a register containing the following information:
    • the names of all ASMI-Employees (including Members of the Management Board and the Supervisory Board) who may possess Inside Information on a regular or incidental basis;
    • the reason for including the persons referred to under a in the register;
    • the date on which the register was last updated;
    • the circumstance that and the moment from which a person as referred to under a no longer has access to Inside Information;
    • all notifications as referred to in paragraphs 5.3, 5.4 and 5.5;
    • all notifications as referred to in paragraph 5.8;
    • all designations of Designated Persons;
    • all withdrawals of designations of Designated Persons;
    • all decisions to apply paragraph 3.3;
    • all requests for dispensation and all dispensations granted as referred to in paragraph 3.4;
    • all requests as referred to in paragraphs 5.7 and 5.11;
    • all requests as referred to in paragraph 5.14;
    • copies of the authorisations referred to in paragraph 8.2;
    • copies of management agreements received by him pursuant to the provisions of paragraphs 3.5 and 8.4.
  • 7.2 The Compliance Officer shall immediately adjust the register whenever the reason for listing a person in the register changes, a person should need to be added to the register, or an employee included in the register no longer has access to Inside Information.
  • 7.3 The Compliance Officer shall keep the version of the register, preceding the latest mutation, for a period of at least five years. The Compliance Officer may remove data older than five years from the register.
  • 7.4 Personal data from the register may be provided to the AFM, in the event this is necessary for the fulfilment of a statutory obligation or if a weighty interest of the Company requires this.
  • 7.5 Any employee with regard to whom the register contains personal data shall have the right to inspect this data.
  • 7.6 Any employee with regard to whom the register contains personal data shall have the right to inspect personal data in the register relating to him and to request the Company to correct, add to, remove or block such data, if this data is factually incorrect or, given the purpose of inclusion in the register, is irrelevant. Such request shall be directed to the Compliance Officer. The Compliance Officer shall inform the employee in question of his decision within four weeks of receiving the request. A decision to decline the request shall set out the reasons for the decision. In the event the request is granted, the Compliance Officer shall as soon as possible arrange for the relevant correction, addition, removal or blocking of the personal data. The Compliance Officer shall as soon as possible notify the AFM of a correction, addition, removal or blocking of personal data insofar as this data has already been provided to the AFM.
  • 7.7 As soon as a member of the Management or Supervisory Board ceases to hold office, the Compliance Officer will notify the AFM of this without delay.
  • 7.8 The Chairmen of the Management Board and the Supervisory Board of the Company may inspect the register at any time.

Article 8. Independent managers

Members of the Management and Supervisory Board
  • 8.1 The prohibitions contained in these rules shall not apply if and to the extent that a Transaction in ASMI Financial Instruments and Other Financial Instruments is Executed for the account of a member of the Management or Supervisory Board by an independent manager who has been given written authorization by the relevant member and Executes the Transaction concerned without any instruction from or consultation with his principal, provided such an authorization and execution comply with the requirements of Rule 10b5-1(c) under the US Exchange Act.
  • 8.2 The member of the Management or Supervisory Board shall, even if a Transaction is Executed by an independent manager in accordance with the preceding paragraph, continue to be under an obligation to make the notifications that he or she must make pursuant to paragraphs 5.3, 5.4 and 5.5. The member of the Management or Supervisory Board may authorise the independent manager to make the notifications referred to in paragraphs 5.3, 5.4 and 5.5 on his or her behalf. The member of the Management or Supervisory Board shall send a copy of the authorization to the Compliance Officer. The authorisation shall not affect the (continued) responsibility of the member of the Management or Supervisory Board for the notification being accurate and made on time.
Other persons
  • 8.3 The prohibitions contained in these rules as well as the obligations to notify referred to in these rules shall not apply if and to the extent that a Transaction in ASMI Financial Instruments is Executed for the account of an ASMI-Employee, with the exception of Members of the Management and Supervisory Board, by an independent manager who has been authorise in writing by the relevant ASMI-Employee and Executes the Transaction concerned without any instruction from or consultation with his principal, provided that the authorization and execution comply with the requirements of Rule 10b5-1(c) under the US Exchange Act.
Management Agreement
  • 8.4 Every ASMI-Employee must provide the Compliance Officer with a copy of the management agreement and inform the Compliance Officer in writing of any change to that management agreement.
  • 8.5 The Compliance Officer may send a copy of the management agreement to the AFM on behalf of the person concerned.

Article 9. Sanctions

  • 9.1 In case of violation of one or more provisions of these rules, the Company or, as the case may be, the employer reserves the right to impose any sanctions which it is entitled to impose pursuant to the law and/or the (employment) agreement with the party concerned. Such sanctions include termination of the (employment) agreement with the party involved, whether or not by way of summary dismissal.

Article 10. Other provisions

  1. 10.1 These Rules shall take effect on 1 January 2007 and shall replace the previous version of the “Rules concerning Insider Trading”.
  2. 10.2 These rules shall apply to all ASMI-Employees unless these rules provide otherwise.
  3. 10.3 The provisions of these rules shall apply to ASMI-Employees irrespective of the capacity in which they Execute a Transaction and shall therefore also apply if the person concerned Executes a Transaction for the account of another person or as representative of another person.
  4. 10.4 The provisions of these rules can be amended and supplemented by a resolution of the Management Board of the Company. Amendments and supplements shall enter into force upon their announcement, unless the announcement specifies a later date.
  5. 10.5 The latest version of the document will always be available on the company’s Internet site (www.asm.com) and will prevail above any other version of this document.
  6. 10.6 The Management Board shall have the power to take decisions in those cases that are not covered by these rules.
  7. 10.7 Any exception to this policy must be approved by the Supervisory Board and disclosed in a Form 6-K, to be filed within five days, under Nasdaq Marketplace Rule 4350(n).
  8. 10.8 These rules are governed by Dutch law.
Rules concerning Insider Trading | 0.24MB
PDF  

Policy regarding communications and bilateral contacts with shareholders

In accordance with best practice principle 4.2.2 of the Dutch Corporate Governance Code (the "Code"), the Company has formulated the following policy regarding communications and bilateral contacts with shareholders.

Policy Communications and bilateral contacts with shareholders | 0.12MB
PDF  

WHISTLEBLOWER POLICY

GENERAL

The Code of Ethics as well as other related policies of ASM International N.V. (the “Company”) require the members of its Supervisory Board and Management Board and employees to observe high standards of business and personal ethics in the conduct of their duties and responsibilities.

Whistleblower Policy | 0.14MB
PDF  

Reporting Procedure

​ASMI has a procedure for reporting issues with respect ​to the Code of Conduct, including complaints of a financial nature (Whistleblower's Policy). Reporting can be done without repercussions if done in good​ faith. You may send an (anonymous) communication to the Com​​​pliance Officer at ASMI.​

​​MoreLess