Exhibit 14.1 Code of Business Conduct and Ethics JANUARY 2020Exhibit 14.1 Code of Business Conduct and Ethics JANUARY 2020
Message from the CEO ................... 3 Our Partners and the World .............14 Customer Relations and Quality Products ...................15 Vision, Mission and Principles ......... 4 Antitrust and Anticompetition .......................................15 Global Trade Compliance .............................................16 Our Integrity ..................................... 5 Environment ..................................................................17 Compliance with Laws, Rules and Regulations ..............6 Confidentiality ...............................................................18 Conflicts of Inter est .........................................................6 Public Statements .........................................................18 Data Privacy ....................................................................7 Insider Trading ................................................................7 Code of Conduct Administration ....19 Accuracy of Books, Records and Public Reports ...........8 How to Report an Issue ...............................................20 Honest and Ethical Fair Dealing .....................................8 Special Obligations for MKS Leaders ...........................21 Preventing Bribery and Corruption .................................8 Administering the Code of Conduct .............................21 Gifts and Gratuities .........................................................9 Waivers of the Code of Conduct ..................................21 Our Employees ................................10 Respect in the Workplace .............................................11 Health and Safety .........................................................11 Equal Employment Opportunity ...................................12 Harassment/Sexual Harassment Prevention ...............12 Combating Human Trafficking .....................................13 Protection and Proper Use of Corporate Assets ..........13 Table of ContentsMessage from the CEO ................... 3 Our Partners and the World ............14 Customer Relations and Quality Products ...................15 Vision, Mission and Principles ......... 4 Antitrust and Anticompetition ........................................15 Global Trade Compliance ............................................16 Our Integrity ..................................... 5 Environment ..................................................................17 Compliance with Laws, Rules and Regulations ..............6 Confidentiality ...............................................................18 Conflicts of Inter est .........................................................6 Public Statements ..........................................................18 Data Privacy ....................................................................7 Insider Trading ................................................................7 Code of Conduct Administration ....19 Accuracy of Books, Records and Public Reports ..........8 How to Report an Issue ...............................................20 Honest and Ethical Fair Dealing .....................................8 Special Obligations for MKS Leaders ...........................21 Preventing Bribery and Corruption .................................8 Administering the Code of Conduct .............................21 Gifts and Gratuities ..........................................................9 Waivers of the Code of Conduct .................................21 Our Employees ................................10 Respect in the Workplace .............................................11 Health and Safety .........................................................11 Equal Employment Opportunity ...................................12 Harassment/Sexual Harassment Prevention ...............12 Combating Human Trafficking ......................................13 Protection and Proper Use of Corporate Assets ..........13 Table of Contents
MESSAGE FROM THE CEO Here at MKS, we are [INSERT PHOTO committed to conducting OF CEO HERE] business with the highest standards of integrity— let’s all work together to ensure we are achieving this goal every day, with Our Code of Business Conduct and Ethics (the every interaction with “Code”) establishes our corporate standards of our customers, suppliers conduct for directors, officers and employees of and colleagues. MKS Instruments, Inc. and all of our subsidiaries (collectively, “MKS” or the “Company”). [Insert CEO name here] Chief Executive Officer and President This Code reflects our corporate values and is intended to promote the conduct MKS Instruments, inc. of all Company business in accordance with high standards of integrity and in compliance with all applicable laws and regulations and to deter wrongdoing. If you have any questions regarding our Code or its application to you in any situation, contact your manager, Human Resources representative or the Legal Department. MKS CODE OF BUSINESS CONDUCT AND ETHICS | COMPANY CONFIDENTIAL JANUARY 2020 | 3MESSAGE FROM THE CEO Here at MKS, we are [INSERT PHOTO committed to conducting OF CEO HERE] business with the highest standards of integrity— let’s all work together to ensure we are achieving this goal every day, with Our Code of Business Conduct and Ethics (the every interaction with “Code”) establishes our corporate standards of our customers, suppliers conduct for directors, officers and employees of and colleagues. MKS Instruments, Inc. and all of our subsidiaries (collectively, “MKS” or the “Company”). [Insert CEO name here] Chief Executive Officer and President This Code reflects our corporate values and is intended to promote the conduct MKS Instruments, inc. of all Company business in accordance with high standards of integrity and in compliance with all applicable laws and regulations and to deter wrongdoing. If you have any questions regarding our Code or its application to you in any situation, contact your manager, Human Resources representative or the Legal Department. MKS CODE OF BUSINESS CONDUCT AND ETHICS | COMPANY CONFIDENTIAL JANUARY 2020 | 3
VISION, MISSION AND PRINCIPLES [VISION, MISSION AND PRINCIPLES TO BE PROVIDED] MKS CODE OF BUSINESS CONDUCT AND ETHICS | COMPANY CONFIDENTIAL JANUARY 2020 | 4VISION, MISSION AND PRINCIPLES [VISION, MISSION AND PRINCIPLES TO BE PROVIDED] MKS CODE OF BUSINESS CONDUCT AND ETHICS | COMPANY CONFIDENTIAL JANUARY 2020 | 4
Our IntegrityOur Integrity
OUR INTEGRITY Compliance with Laws, Rules and Regulations Conflicts of Interest It is critical that all of us—employees, officers and directors—comply with all It is important that we all refrain from engaging in any activity or having a personal laws, rules and regulations applicable to the Company wherever we do business. interest that presents a real or potential “conflict of interest.” A conflict of interest This requires us to use good judgment and common sense in seeking to comply occurs when your personal interest interferes, or appears to interfere, with the with all applicable laws, rules and regulations. In situations where you may be interests of the Company. A conflict of interest can arise whenever you take uncertain about the right decision or course of action, ask for advice from your action or have an interest that prevents you from performing your Company manager, Human Resources or the Legal Department. duties and responsibilities honestly, objectively and effectively. While we can’t describe all activity that could create a conflict of interest, some common If you become aware of the violation of any law, rule or regulation by the examples of potential conflicts include: Company, whether by its officers, employees or directors, promptly report the Financial Interests. It may be a conflict if an employee or a matter to Company management or through the MKS Compliance Hotline (see ¬ family member has a financial interest in a company that does “How to Report an Issue” below for additional information). business or competes with MKS or could otherwise affect MKS’ business. It is most efficient for MKS to address matters internally. However, you should feel free to report any illegal activity, including any violation of any federal, state or Outside Employment or Consulting Services. Employees ¬ foreign law to the appropriate regulatory authority. This Code will not prohibit you and officers should not work for or consult with any company or from participating or assisting in any government proceeding or investigation. business that competes with MKS or does a material amount of business with MKS, or otherwise creates the appearance of a conflict of interest, or that negatively impacts your work for MKS. Directors should not perform services for a significant competitor, or any other company that creates a material conflict of interest. A conflict of interest can Outside Board Service. Employees may not serve on the ¬ arise whenever you take board of directors of any for-profit company unless approved in advance by the MKS Legal Department. Directors should action or have an interest not serve as a director for a significant competitor, or any other company that creates a material conflict of interest. that prevents you from Personal Relationships. Working with relatives or others with ¬ whom an employee has close personal relationships can, in some performing your Company instances, present a conflict of interest. Employees may not supervise, review or influence the job evaluation of any immediate duties and responsibilities family members unless the situation has been approved in advance by the MKS Chief Human Resources Officer. We want honestly, objectively and to avoid situations where loyalty to another individual may impair objective decision making, internal controls, or increase the risk effectively. of unauthorized exchange of confidential information. MKS CODE OF BUSINESS CONDUCT AND ETHICS | COMPANY CONFIDENTIAL JANUARY 2020 | 6OUR INTEGRITY Compliance with Laws, Rules and Regulations Conflicts of Interest It is critical that all of us—employees, officers and directors—comply with all It is important that we all refrain from engaging in any activity or having a personal laws, rules and regulations applicable to the Company wherever we do business. interest that presents a real or potential “conflict of interest.” A conflict of interest This requires us to use good judgment and common sense in seeking to comply occurs when your personal interest interferes, or appears to interfere, with the with all applicable laws, rules and regulations. In situations where you may be interests of the Company. A conflict of interest can arise whenever you take uncertain about the right decision or course of action, ask for advice from your action or have an interest that prevents you from performing your Company manager, Human Resources or the Legal Department. duties and responsibilities honestly, objectively and effectively. While we can’t describe all activity that could create a conflict of interest, some common If you become aware of the violation of any law, rule or regulation by the examples of potential conflicts include: Company, whether by its officers, employees or directors, promptly report the Financial Interests. It may be a conflict if an employee or a matter to Company management or through the MKS Compliance Hotline (see ¬ family member has a financial interest in a company that does “How to Report an Issue” below for additional information). business or competes with MKS or could otherwise affect MKS’ business. It is most efficient for MKS to address matters internally. However, you should feel free to report any illegal activity, including any violation of any federal, state or Outside Employment or Consulting Services. Employees ¬ foreign law to the appropriate regulatory authority. This Code will not prohibit you and officers should not work for or consult with any company or from participating or assisting in any government proceeding or investigation. business that competes with MKS or does a material amount of business with MKS, or otherwise creates the appearance of a conflict of interest, or that negatively impacts your work for MKS. Directors should not perform services for a significant competitor, or any other company that creates a material conflict of interest. A conflict of interest can Outside Board Service. Employees may not serve on the ¬ arise whenever you take board of directors of any for-profit company unless approved in advance by the MKS Legal Department. Directors should action or have an interest not serve as a director for a significant competitor, or any other company that creates a material conflict of interest. that prevents you from Personal Relationships. Working with relatives or others with ¬ whom an employee has close personal relationships can, in some performing your Company instances, present a conflict of interest. Employees may not supervise, review or influence the job evaluation of any immediate duties and responsibilities family members unless the situation has been approved in advance by the MKS Chief Human Resources Officer. We want honestly, objectively and to avoid situations where loyalty to another individual may impair objective decision making, internal controls, or increase the risk effectively. of unauthorized exchange of confidential information. MKS CODE OF BUSINESS CONDUCT AND ETHICS | COMPANY CONFIDENTIAL JANUARY 2020 | 6
OUR INTEGRITY Use MKS’ Name, Property, or Confidential Information. You ¬ should not use the name, property, proprietary or confidential information or goodwill of MKS or any of its partners for personal gain or for the gain of others. Before you engage in any activity described above, or any other activity that could be seen as a potential conflict of interest, you must contact the MKS Legal Department for prior approval. Data Privacy As a global business, MKS is subject to various data privacy laws and regulations. We collect and process personal data as needed or appropriate for business purposes. We take reasonable measures to safeguard the security and confidentiality of company records containing personal data. We believe that the safeguarding of personal data helps maintain trust in MKS and its products and services. MKS has adopted a Global Data Privacy Policy, which provides rules and Insider Trading principles to ensure the safe handling of personal data across the organization. All MKS employees are prohibited by law and our policy from trading in securities This policy is available on the Company’s electronic policy database and on the of MKS or other companies if they have material non-public information about Legal Department’s MKS Insight page. We have also adopted and maintain the MKS or such other companies—including our suppliers and customers. MKS Employee Data Privacy Notice, providing MKS employees with information Employees are also prohibited from communicating such information to others regarding the personal data that we might process before, during and after who might trade on the basis of that information. Material non-public information employment. In addition, we publish our Privacy Statement on our websites, is defined as any non-public information that, if disclosed, would influence an setting forth our policies for the collection of personal data through our websites, investor’s decision regarding the Company’s securities. To help ensure that product inquiry and ordering process. As MKS employees, we have an obligation employees do not engage in prohibited insider trading and to avoid even the to understand and adopt procedures to ensure compliance with applicable data appearance of an improper transaction, MKS has adopted an Insider Trading privacy laws around the world. Policy, which is available on the Company’s electronic policy database or on the Legal Department’s MKS Insight page. Employees, who may have access to personal data, receive annual training about data privacy and should report any actual or suspected data privacy breaches to If an employee is uncertain about the constraints on the purchase or sale of the MKS Legal Department. If you have any questions or concerns regarding our any Company securities or the securities of any other company that is familiar data privacy policies and procedures, contact privacy@mksinst.com by virtue of employment with MKS, the employee should consult with the Legal Department before making any such purchase or sale. MKS CODE OF BUSINESS CONDUCT AND ETHICS | COMPANY CONFIDENTIAL JANUARY 2020 | 7OUR INTEGRITY Use MKS’ Name, Property, or Confidential Information. You ¬ should not use the name, property, proprietary or confidential information or goodwill of MKS or any of its partners for personal gain or for the gain of others. Before you engage in any activity described above, or any other activity that could be seen as a potential conflict of interest, you must contact the MKS Legal Department for prior approval. Data Privacy As a global business, MKS is subject to various data privacy laws and regulations. We collect and process personal data as needed or appropriate for business purposes. We take reasonable measures to safeguard the security and confidentiality of company records containing personal data. We believe that the safeguarding of personal data helps maintain trust in MKS and its products and services. MKS has adopted a Global Data Privacy Policy, which provides rules and Insider Trading principles to ensure the safe handling of personal data across the organization. All MKS employees are prohibited by law and our policy from trading in securities This policy is available on the Company’s electronic policy database and on the of MKS or other companies if they have material non-public information about Legal Department’s MKS Insight page. We have also adopted and maintain the MKS or such other companies—including our suppliers and customers. MKS Employee Data Privacy Notice, providing MKS employees with information Employees are also prohibited from communicating such information to others regarding the personal data that we might process before, during and after who might trade on the basis of that information. Material non-public information employment. In addition, we publish our Privacy Statement on our websites, is defined as any non-public information that, if disclosed, would influence an setting forth our policies for the collection of personal data through our websites, investor’s decision regarding the Company’s securities. To help ensure that product inquiry and ordering process. As MKS employees, we have an obligation employees do not engage in prohibited insider trading and to avoid even the to understand and adopt procedures to ensure compliance with applicable data appearance of an improper transaction, MKS has adopted an Insider Trading privacy laws around the world. Policy, which is available on the Company’s electronic policy database or on the Legal Department’s MKS Insight page. Employees, who may have access to personal data, receive annual training about data privacy and should report any actual or suspected data privacy breaches to If an employee is uncertain about the constraints on the purchase or sale of the MKS Legal Department. If you have any questions or concerns regarding our any Company securities or the securities of any other company that is familiar data privacy policies and procedures, contact privacy@mksinst.com by virtue of employment with MKS, the employee should consult with the Legal Department before making any such purchase or sale. MKS CODE OF BUSINESS CONDUCT AND ETHICS | COMPANY CONFIDENTIAL JANUARY 2020 | 7
OUR INTEGRITY Accuracy of Books, Records and Public Reports Preventing Bribery and Corruption Accurate information is essential to the Company’s ability to meet legal and As a global company, we take our obligation to comply with international regulatory obligations. That’s why we value every employee’s commitment to anti-corruption laws seriously. Bribes and kickbacks are criminal acts, strictly accurately reporting all business transactions. The accuracy of our records and prohibited by law. You may never offer, give, solicit or receive any form of bribe reports ensure that our public reporting is correct. For example: or kickback. You may never directly or indirectly offer or make a corrupt payment to foreign government officials, including employees of state-owned enterprises, All Company books, records and accounts must be maintained ¬ foreign political parties or candidates, or public international organizations. in accordance with all applicable regulations and standards and accurately reflect the true nature of the transactions they record. MKS has adopted Anti-Corruption Policy and Procedures to educate our employees, channel partners and other agents regarding their obligations under The financial statements of the Company must conform to ¬ generally accepted accounting rules and the Company’s these anti-corruption laws—which include, for example, the US Foreign Corrupt accounting policies. Practices Act and the UK Bribery Act—and to help ensure compliance with these laws. Our policy prohibits payments or anything of value to improperly influence No undisclosed or unrecorded account or fund may be ¬ someone to act or refrain from acting in a way that benefits MKS. The complete established for any purpose. Anti-Corruption Policy and Procedures are posted to the Company’s electronic No false or misleading entries may be made in the Company’s ¬ policy database and the Legal Department’s MKS Insight page. books or records for any reason, and no disbursement of corporate funds or other corporate property may be made without adequate supporting documentation. It is MKS’ policy to provide full, fair, accurate, timely and understandable disclosure in reports and documents filed with, or submitted to, the Securities and Exchange Commission and in other public communications. Honest and Ethical Fair Dealing We should always endeavor to deal honestly, ethically and fairly with our suppliers, customers, competitors and employees. Statements regarding MKS products and services must not be untrue, misleading, deceptive or fraudulent. We must never take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts or any other unfair-dealing practice. MKS CODE OF BUSINESS CONDUCT AND ETHICS | COMPANY CONFIDENTIAL JANUARY 2020 | 8OUR INTEGRITY Accuracy of Books, Records and Public Reports Preventing Bribery and Corruption Accurate information is essential to the Company’s ability to meet legal and As a global company, we take our obligation to comply with international regulatory obligations. That’s why we value every employee’s commitment to anti-corruption laws seriously. Bribes and kickbacks are criminal acts, strictly accurately reporting all business transactions. The accuracy of our records and prohibited by law. You may never offer, give, solicit or receive any form of bribe reports ensure that our public reporting is correct. For example: or kickback. You may never directly or indirectly offer or make a corrupt payment to foreign government officials, including employees of state-owned enterprises, All Company books, records and accounts must be maintained ¬ foreign political parties or candidates, or public international organizations. in accordance with all applicable regulations and standards and accurately reflect the true nature of the transactions they record. MKS has adopted Anti-Corruption Policy and Procedures to educate our employees, channel partners and other agents regarding their obligations under The financial statements of the Company must conform to ¬ generally accepted accounting rules and the Company’s these anti-corruption laws—which include, for example, the US Foreign Corrupt accounting policies. Practices Act and the UK Bribery Act—and to help ensure compliance with these laws. Our policy prohibits payments or anything of value to improperly influence No undisclosed or unrecorded account or fund may be ¬ someone to act or refrain from acting in a way that benefits MKS. The complete established for any purpose. Anti-Corruption Policy and Procedures are posted to the Company’s electronic No false or misleading entries may be made in the Company’s ¬ policy database and the Legal Department’s MKS Insight page. books or records for any reason, and no disbursement of corporate funds or other corporate property may be made without adequate supporting documentation. It is MKS’ policy to provide full, fair, accurate, timely and understandable disclosure in reports and documents filed with, or submitted to, the Securities and Exchange Commission and in other public communications. Honest and Ethical Fair Dealing We should always endeavor to deal honestly, ethically and fairly with our suppliers, customers, competitors and employees. Statements regarding MKS products and services must not be untrue, misleading, deceptive or fraudulent. We must never take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts or any other unfair-dealing practice. MKS CODE OF BUSINESS CONDUCT AND ETHICS | COMPANY CONFIDENTIAL JANUARY 2020 | 8
OUR INTEGRITY Gifts and Gratuities promote goodwill. Promotional gifts in excess of US $50 (or a series of gifts within At MKS, we want to avoid even the appearance of impropriety in our business a year to employees of the same organization in excess of US $500) require dealings, and this includes the exchange of gifts and gratuities. The Company’s advanced approval from your Country or Regional Finance Director, the Legal Anti-Corruption Policy and Procedures, which are posted to the Company’s Department or the Human Resources department. electronic policy database and the Legal Department’s MKS Insight page, provides detailed guidance about permissible gifts and prohibited activities. In addition, we should not accept, or permit, any member of our immediate family to accept, any gifts, gratuities or other favors from any customer, supplier or other We will not use Company funds or assets for gifts, gratuities or other favors person doing or seeking to do business with the Company, other than items of to employees, officers, directors or government officials, except to the extent nominal value. If you receive any gifts that are not of nominal value, immediately such gifts are in compliance with applicable law, nominal in amount, not given in return those gifts and report it to your manager or the MKS Legal Department. consideration or expectation of any action by the recipient and are compliant with If immediate return is not practical, turn the gifts over to MKS for charitable corporate disclosure and record-keeping requirements. In general, promotional disposition or such other disposition as the Company believes appropriate. gifts of nominal value (generally under US $50) may be given as a courtesy or to MKS CODE OF BUSINESS CONDUCT AND ETHICS | COMPANY CONFIDENTIAL JANUARY 2020 | 9OUR INTEGRITY Gifts and Gratuities promote goodwill. Promotional gifts in excess of US $50 (or a series of gifts within At MKS, we want to avoid even the appearance of impropriety in our business a year to employees of the same organization in excess of US $500) require dealings, and this includes the exchange of gifts and gratuities. The Company’s advanced approval from your Country or Regional Finance Director, the Legal Anti-Corruption Policy and Procedures, which are posted to the Company’s Department or the Human Resources department. electronic policy database and the Legal Department’s MKS Insight page, provides detailed guidance about permissible gifts and prohibited activities. In addition, we should not accept, or permit, any member of our immediate family to accept, any gifts, gratuities or other favors from any customer, supplier or other We will not use Company funds or assets for gifts, gratuities or other favors person doing or seeking to do business with the Company, other than items of to employees, officers, directors or government officials, except to the extent nominal value. If you receive any gifts that are not of nominal value, immediately such gifts are in compliance with applicable law, nominal in amount, not given in return those gifts and report it to your manager or the MKS Legal Department. consideration or expectation of any action by the recipient and are compliant with If immediate return is not practical, turn the gifts over to MKS for charitable corporate disclosure and record-keeping requirements. In general, promotional disposition or such other disposition as the Company believes appropriate. gifts of nominal value (generally under US $50) may be given as a courtesy or to MKS CODE OF BUSINESS CONDUCT AND ETHICS | COMPANY CONFIDENTIAL JANUARY 2020 | 9
Our EmployeesOur Employees
OUR EMPLOYEES Respect in the Workplace Together, we can solve our customer’s most challenging problems—but only if We need your help to we maintain an environment where all voices are heard and valued. To attract and build teams that thrive, collaborate and innovate, we are committed to ensuring achieve these goals. We a working environment built on mutual respect, support and accountability. We share collective responsibility for promoting a positive work environment. welcome, encourage and We look to you to ensure that we maintain a culture of inclusion, diversity, collaboration, fairness and respect. support your participation Health and Safety in our health and safety Well-trained and aware employees are our best defense against preventable programs. Together, we accidents. We emphasize individual responsibility for safety by all employees and at all levels of management. We believe every employee adds value to our team can help foster a safe by reporting potential safety hazards and issues and we value your partnership in implementing solutions. We need your help to achieve these goals. We welcome, and healthy workplace . . . encourage and support your participation in our health and safety programs. Together, we can help foster a safe and healthy workplace as we continue to provide quality products as a responsible neighbor in our communities. You will promptly report to your manager any occupational injury ¬ We strive to conduct all business activities in a safe and responsible manner or illness. that respects our employees, customers, the environment, the global community In the event of the occurrence of an occupational injury or illness ¬ and adheres to the laws where we operate. Environmental, health and safety to an employee, we will provide prompt medical care, prompt considerations are fundamental to our business practices. Our goal is to ensure access to fair and appropriate benefits and a return to gainful that all employees of MKS understand, promote and assist in the implementation employment whenever possible. of this policy, and to follow these principles: Our management team will be measured by their understanding, ¬ We will work to eliminate unsafe conditions in our workplaces, support and implementation of our health and safety programs. ¬ to prevent the occurrence of work-related injuries, illnesses and We will comply with all applicable EHS regulatory requirements. property losses. ¬ We will work together with our employees, customers, We are all responsible for performing our job activities in a safe ¬ ¬ communities and other interested parties to continuously improve and reasonable manner in accordance with safety training, job- our health and safety programs. specific instructions, and applicable EHS regulations. We will set and review health and safety goals and objectives with Any reported unsafe conditions and incidents will be investigated ¬ ¬ respect to protecting our employees from injury and illness. and corrected to our fullest ability. MKS CODE OF BUSINESS CONDUCT AND ETHICS | COMPANY CONFIDENTIAL JANUARY 2020 | 11OUR EMPLOYEES Respect in the Workplace Together, we can solve our customer’s most challenging problems—but only if We need your help to we maintain an environment where all voices are heard and valued. To attract and build teams that thrive, collaborate and innovate, we are committed to ensuring achieve these goals. We a working environment built on mutual respect, support and accountability. We share collective responsibility for promoting a positive work environment. welcome, encourage and We look to you to ensure that we maintain a culture of inclusion, diversity, collaboration, fairness and respect. support your participation Health and Safety in our health and safety Well-trained and aware employees are our best defense against preventable programs. Together, we accidents. We emphasize individual responsibility for safety by all employees and at all levels of management. We believe every employee adds value to our team can help foster a safe by reporting potential safety hazards and issues and we value your partnership in implementing solutions. We need your help to achieve these goals. We welcome, and healthy workplace . . . encourage and support your participation in our health and safety programs. Together, we can help foster a safe and healthy workplace as we continue to provide quality products as a responsible neighbor in our communities. You will promptly report to your manager any occupational injury ¬ We strive to conduct all business activities in a safe and responsible manner or illness. that respects our employees, customers, the environment, the global community In the event of the occurrence of an occupational injury or illness ¬ and adheres to the laws where we operate. Environmental, health and safety to an employee, we will provide prompt medical care, prompt considerations are fundamental to our business practices. Our goal is to ensure access to fair and appropriate benefits and a return to gainful that all employees of MKS understand, promote and assist in the implementation employment whenever possible. of this policy, and to follow these principles: Our management team will be measured by their understanding, ¬ We will work to eliminate unsafe conditions in our workplaces, support and implementation of our health and safety programs. ¬ to prevent the occurrence of work-related injuries, illnesses and We will comply with all applicable EHS regulatory requirements. property losses. ¬ We will work together with our employees, customers, We are all responsible for performing our job activities in a safe ¬ ¬ communities and other interested parties to continuously improve and reasonable manner in accordance with safety training, job- our health and safety programs. specific instructions, and applicable EHS regulations. We will set and review health and safety goals and objectives with Any reported unsafe conditions and incidents will be investigated ¬ ¬ respect to protecting our employees from injury and illness. and corrected to our fullest ability. MKS CODE OF BUSINESS CONDUCT AND ETHICS | COMPANY CONFIDENTIAL JANUARY 2020 | 11
OUR EMPLOYEES To maintain a safe work environment, every employee is expected to ensure their performance is not impacted by the use of alcohol, marijuana (where legalized), illegal We believe in equal drugs or prescription or over the counter medication that may impact your performance. Moderate alcohol consumption is permitted at company-sponsored events. employment opportunity Equal Employment Opportunity for all. Your cooperation and MKS is committed to providing fair and equal opportunity for employment and advancement to all employees of the Company and applicants. Your cooperation participation are essential for and participation are essential for us to achieve this. us to achieve this. MKS recruits, transfers, assigns, promotes and compensates employees based on qualifications, merit, and capability. Our employment practices are not influenced by an applicant’s or employee’s race, color, creed, religion, sex Harassment/Sexual Harassment Prevention (including pregnancy), national origin, citizenship status, sexual orientation, age, MKS is committed to providing a work environment that is free from harassment gender identity, marital status, veteran or disability status, genetic information or based on race, color, religion, gender, sexual orientation, gender identity, national any other characteristic protected by law. origin, age, disability, marital status, veteran status, pregnancy, genetic information or any other characteristics protected by law. This includes sexual harassment. MKS will treat health information with the utmost confidentiality, although disclosures may be required under legislative, regulatory, or court requirements. To ensure a productive and positive work environment for all employees, MKS Each situation will be evaluated on an individual basis, taking into consideration will not tolerate any form of harassment from any employee on the job, including an employee’s health and job responsibilities. members of the management team, fellow employees, or by non-employees such as customers, clients, visitors, vendors or contractors. Even if certain activities do This policy governs all aspects of recruiting, hiring, training, on-the-job treatment, not break the law, an act may still be considered harassment. Harassment is not Company-sponsored activities, promotion, transfer, termination, and all other tolerated, whether on Company property, while traveling on Company business, terms and conditions of employment. at a customer or vendor site, or at a Company function. The object of perceived Any employee who believes he or she has experienced employment discrimination harassment as well as the perceived harasser may be of any gender and does not based on any of these factors should report the matter to a manager, Human have to be of the opposite sex. Resources representative or the Legal Department. MKS will not tolerate retaliation See Employee Handbook for more information and resources about harassment. against an employee who makes a good faith report of discrimination. MKS CODE OF BUSINESS CONDUCT AND ETHICS | COMPANY CONFIDENTIAL JANUARY 2020 | 12OUR EMPLOYEES To maintain a safe work environment, every employee is expected to ensure their performance is not impacted by the use of alcohol, marijuana (where legalized), illegal We believe in equal drugs or prescription or over the counter medication that may impact your performance. Moderate alcohol consumption is permitted at company-sponsored events. employment opportunity Equal Employment Opportunity for all. Your cooperation and MKS is committed to providing fair and equal opportunity for employment and advancement to all employees of the Company and applicants. Your cooperation participation are essential for and participation are essential for us to achieve this. us to achieve this. MKS recruits, transfers, assigns, promotes and compensates employees based on qualifications, merit, and capability. Our employment practices are not influenced by an applicant’s or employee’s race, color, creed, religion, sex Harassment/Sexual Harassment Prevention (including pregnancy), national origin, citizenship status, sexual orientation, age, MKS is committed to providing a work environment that is free from harassment gender identity, marital status, veteran or disability status, genetic information or based on race, color, religion, gender, sexual orientation, gender identity, national any other characteristic protected by law. origin, age, disability, marital status, veteran status, pregnancy, genetic information or any other characteristics protected by law. This includes sexual harassment. MKS will treat health information with the utmost confidentiality, although disclosures may be required under legislative, regulatory, or court requirements. To ensure a productive and positive work environment for all employees, MKS Each situation will be evaluated on an individual basis, taking into consideration will not tolerate any form of harassment from any employee on the job, including an employee’s health and job responsibilities. members of the management team, fellow employees, or by non-employees such as customers, clients, visitors, vendors or contractors. Even if certain activities do This policy governs all aspects of recruiting, hiring, training, on-the-job treatment, not break the law, an act may still be considered harassment. Harassment is not Company-sponsored activities, promotion, transfer, termination, and all other tolerated, whether on Company property, while traveling on Company business, terms and conditions of employment. at a customer or vendor site, or at a Company function. The object of perceived Any employee who believes he or she has experienced employment discrimination harassment as well as the perceived harasser may be of any gender and does not based on any of these factors should report the matter to a manager, Human have to be of the opposite sex. Resources representative or the Legal Department. MKS will not tolerate retaliation See Employee Handbook for more information and resources about harassment. against an employee who makes a good faith report of discrimination. MKS CODE OF BUSINESS CONDUCT AND ETHICS | COMPANY CONFIDENTIAL JANUARY 2020 | 12
OUR EMPLOYEES Combating Human Trafficking Protection and Proper Use of Corporate Assets MKS has adopted a zero-tolerance policy related to human trafficking and forced Our employees are our greatest safeguard for protecting MKS assets. Hard work labor in any form for its employees, contractors, suppliers and agents. The policy and attention will ensure we do not risk loss of our valuable corporate assets. We prohibits engaging in trafficking in persons, using forced labor, tampering with rely on our employees to ensure that: or denying access to identification and immigration records, and fraudulent or the Company’s assets and services are used solely for legitimate ¬ otherwise illegal recruiting practices. The complete Statement on Combating business purposes of the Company and not for any personal Human Trafficking is posted to the Company’s website and is also available benefit; from the MKS Legal Department. the Company’s legitimate interests are advanced; ¬ no one takes as a personal opportunity any opportunity ¬ discovered through work for MKS; and no one uses property of MKS for any personal activity ¬ MKS CODE OF BUSINESS CONDUCT AND ETHICS | COMPANY CONFIDENTIAL JANUARY 2020 | 13OUR EMPLOYEES Combating Human Trafficking Protection and Proper Use of Corporate Assets MKS has adopted a zero-tolerance policy related to human trafficking and forced Our employees are our greatest safeguard for protecting MKS assets. Hard work labor in any form for its employees, contractors, suppliers and agents. The policy and attention will ensure we do not risk loss of our valuable corporate assets. We prohibits engaging in trafficking in persons, using forced labor, tampering with rely on our employees to ensure that: or denying access to identification and immigration records, and fraudulent or the Company’s assets and services are used solely for legitimate ¬ otherwise illegal recruiting practices. The complete Statement on Combating business purposes of the Company and not for any personal Human Trafficking is posted to the Company’s website and is also available benefit; from the MKS Legal Department. the Company’s legitimate interests are advanced; ¬ no one takes as a personal opportunity any opportunity ¬ discovered through work for MKS; and no one uses property of MKS for any personal activity ¬ MKS CODE OF BUSINESS CONDUCT AND ETHICS | COMPANY CONFIDENTIAL JANUARY 2020 | 13
Our Partners and the WorldOur Partners and the World
OUR PARTNERS AND THE WORLD Customer Relations and Quality Products Our success is built on our dedication to deliver the best possible service to our customers, and we strive to always treat our customers in a courteous and MKS is committed to the respectful manner. We’re proud of the reputation our organization has earned for manufacturing products of the highest quality. To continue this growth and concept of “zero defects” commitment to the highest quality, we need you to be aware of the importance that quality plays in the Company’s stability and future development. MKS is —doing things right the committed to the concept of “zero defects”—doing things right the first time. first time. Antitrust and Anticompetition At MKS, we have achieved our position as a market leader by outperforming the competition, honestly and fairly. Antitrust and anticompetition laws prevent With respect to suppliers and customers, employees should never take any of inappropriate activities to preserve a market dynamic that encourages innovation. the following actions without prior guidance and approval from the MKS Legal We are committed to ensuring that we operate ethically and in compliance with all Department: applicable antitrust and anticompetition laws. refusal to deal with a partner for anticompetitive purposes ¬ When communicating with competitors, employees should never discuss any requiring customers to “bundle” their purchases of certain MKS ¬ or agree on any of the following, without the prior guidance and approval of the products with other MKS products MKS Legal Department: restricting a customer from buying a competitor’s products ¬ pricing or terms of sale (such as discounts or promotions) ¬ prohibiting a supplier from engaging in legitimate transactions ¬ costs (such as bill of materials details or discounts) with our competitors or customers ¬ territories (such as division of territories, markets or customers) ¬ It is important to remember that a supplier in one market can be a competitor in another. Also, because MKS channel partners buy from MKS for sale to others, supply or production (such as restricting or increasing supply, ¬ production or services); or they are both customers and competitors, so we should never dictate their prices or other economic terms of sale. boycotts (such as refusing to sell to or buy from a particular ¬ company) As a global company, our business activities are subject to competition and fairness laws in the U.S. and all the places around the globe where we operate. Because these laws are complex, it is important that you recognize activities that could create issues and involve the MKS Legal Department to help guide you. MKS CODE OF BUSINESS CONDUCT AND ETHICS | COMPANY CONFIDENTIAL JANUARY 2020 | 15OUR PARTNERS AND THE WORLD Customer Relations and Quality Products Our success is built on our dedication to deliver the best possible service to our customers, and we strive to always treat our customers in a courteous and MKS is committed to the respectful manner. We’re proud of the reputation our organization has earned for manufacturing products of the highest quality. To continue this growth and concept of “zero defects” commitment to the highest quality, we need you to be aware of the importance that quality plays in the Company’s stability and future development. MKS is —doing things right the committed to the concept of “zero defects”—doing things right the first time. first time. Antitrust and Anticompetition At MKS, we have achieved our position as a market leader by outperforming the competition, honestly and fairly. Antitrust and anticompetition laws prevent With respect to suppliers and customers, employees should never take any of inappropriate activities to preserve a market dynamic that encourages innovation. the following actions without prior guidance and approval from the MKS Legal We are committed to ensuring that we operate ethically and in compliance with all Department: applicable antitrust and anticompetition laws. refusal to deal with a partner for anticompetitive purposes ¬ When communicating with competitors, employees should never discuss any requiring customers to “bundle” their purchases of certain MKS ¬ or agree on any of the following, without the prior guidance and approval of the products with other MKS products MKS Legal Department: restricting a customer from buying a competitor’s products ¬ pricing or terms of sale (such as discounts or promotions) ¬ prohibiting a supplier from engaging in legitimate transactions ¬ costs (such as bill of materials details or discounts) with our competitors or customers ¬ territories (such as division of territories, markets or customers) ¬ It is important to remember that a supplier in one market can be a competitor in another. Also, because MKS channel partners buy from MKS for sale to others, supply or production (such as restricting or increasing supply, ¬ production or services); or they are both customers and competitors, so we should never dictate their prices or other economic terms of sale. boycotts (such as refusing to sell to or buy from a particular ¬ company) As a global company, our business activities are subject to competition and fairness laws in the U.S. and all the places around the globe where we operate. Because these laws are complex, it is important that you recognize activities that could create issues and involve the MKS Legal Department to help guide you. MKS CODE OF BUSINESS CONDUCT AND ETHICS | COMPANY CONFIDENTIAL JANUARY 2020 | 15
OUR PARTNERS AND THE WORLD Global Trade Compliance As a global company, it is vitally important to our business and success to The risks are significant. Failure to follow global trade laws can result in comply with all global trade, such as import, export, and sanctions laws and severe fines and penalties against MKS. Non-compliance can damage our regulations. Each and every one of us is responsible for ensuring that our public reputation, and our business operations may be disrupted. Global commercial relationships, transactions, and business activities are consistent Trade Compliance is so important to you and to the success of MKS that with MKS global trade compliance policies as well as the global trade laws of the every employee must take an annual training to ensure full understanding United States and all other countries where we conduct business. Our employees of his/her responsibilities. may not take actions intended to evade or avoid these laws or policies, and we You are empowered, without fear of retaliation, to report any global trade activity expect the same compliance commitment from our business partners (suppliers, that might put MKS at risk. Use good judgment and common sense in the course channel partners, consultants, etc.). of your day-to-day activities and as the need arises, refer to our global trade Our trade compliance policies are found in the Company’s electronic compliance policies and procedures for guidance. The Global Trade Compliance policy database or at the Global Trade Compliance MKS Insight page. Our team may be contacted for help with any trade-related issue. global trade compliance policies and procedures cover many trade topics, including embargoed or sanctioned countries, “red flag” awareness, and licensing procedures. MKS CODE OF BUSINESS CONDUCT AND ETHICS | COMPANY CONFIDENTIAL JANUARY 2020 | 16OUR PARTNERS AND THE WORLD Global Trade Compliance As a global company, it is vitally important to our business and success to The risks are significant. Failure to follow global trade laws can result in comply with all global trade, such as import, export, and sanctions laws and severe fines and penalties against MKS. Non-compliance can damage our regulations. Each and every one of us is responsible for ensuring that our public reputation, and our business operations may be disrupted. Global commercial relationships, transactions, and business activities are consistent Trade Compliance is so important to you and to the success of MKS that with MKS global trade compliance policies as well as the global trade laws of the every employee must take an annual training to ensure full understanding United States and all other countries where we conduct business. Our employees of his/her responsibilities. may not take actions intended to evade or avoid these laws or policies, and we You are empowered, without fear of retaliation, to report any global trade activity expect the same compliance commitment from our business partners (suppliers, that might put MKS at risk. Use good judgment and common sense in the course channel partners, consultants, etc.). of your day-to-day activities and as the need arises, refer to our global trade Our trade compliance policies are found in the Company’s electronic compliance policies and procedures for guidance. The Global Trade Compliance policy database or at the Global Trade Compliance MKS Insight page. Our team may be contacted for help with any trade-related issue. global trade compliance policies and procedures cover many trade topics, including embargoed or sanctioned countries, “red flag” awareness, and licensing procedures. MKS CODE OF BUSINESS CONDUCT AND ETHICS | COMPANY CONFIDENTIAL JANUARY 2020 | 16
OUR PARTNERS AND THE WORLD Environment Our management team plays a crucial role in the success of our commitment to environmental compliance. Management has a leadership role in providing training, enforcement and direct support to ensure that environmental concerns are openly communicated and that any concern is addressed in a timely manner. We are committed to: Operating our business in an environmentally and socially ¬ responsible manner. Conserving natural resources and reducing the environmental ¬ burden of waste generation and emissions to the air, water and land. Focusing on continuous improvement methodologies to develop ¬ environmentally compatible products and processes. Striving to be leaders in reducing, reusing and recycling and ¬ ensuring that any waste remaining is properly disposed of in a safe and environmentally sound manner. Working together with our employees, customers, communities ¬ and other interested parties to continuously improve our environmental programs. Setting and reviewing environmental goals and objectives with ¬ respect to protecting our employees from injury and illness. Establishing and maintaining appropriate controls, to ensure that ¬ this policy is being followed. MKS CODE OF BUSINESS CONDUCT AND ETHICS | COMPANY CONFIDENTIAL JANUARY 2020 | 17OUR PARTNERS AND THE WORLD Environment Our management team plays a crucial role in the success of our commitment to environmental compliance. Management has a leadership role in providing training, enforcement and direct support to ensure that environmental concerns are openly communicated and that any concern is addressed in a timely manner. We are committed to: Operating our business in an environmentally and socially ¬ responsible manner. Conserving natural resources and reducing the environmental ¬ burden of waste generation and emissions to the air, water and land. Focusing on continuous improvement methodologies to develop ¬ environmentally compatible products and processes. Striving to be leaders in reducing, reusing and recycling and ¬ ensuring that any waste remaining is properly disposed of in a safe and environmentally sound manner. Working together with our employees, customers, communities ¬ and other interested parties to continuously improve our environmental programs. Setting and reviewing environmental goals and objectives with ¬ respect to protecting our employees from injury and illness. Establishing and maintaining appropriate controls, to ensure that ¬ this policy is being followed. MKS CODE OF BUSINESS CONDUCT AND ETHICS | COMPANY CONFIDENTIAL JANUARY 2020 | 17
OUR PARTNERS AND THE WORLD Confidentiality We must all be committed to maintaining the confidentiality of information entrusted to us by the Company or other companies, including our suppliers and customers. Unless disclosure is authorized by Company management or legally We must all be committed mandated, unauthorized disclosure of any confidential information is prohibited. to maintaining the Additionally, we must take appropriate precautions to ensure that confidential or sensitive business information, whether it is proprietary to the Company or another confidentiality of company, is only communicated within the Company to employees who have a need to know such information to perform their responsibilities for the Company. information entrusted to To protect the confidentiality of the Company’s research and development of us by the Company or products and markets, and that of our partners, our employees and officers sign a confidential information agreement (or an equivalent agreement) as a condition other companies. of employment. By signing this agreement, you agree, among other things, that: You will not disclose or in any other way make use of trade ¬ secrets or confidential information of the Company or partners; and former colleagues should refrain from providing any comment, and should All files, records, drawings, notes and other documents will be ¬ and will remain the property of the Company; and forward any of these inquiries to their Human Resources representative. All inventions, improvements, or discoveries related to the ¬ Public Statements Company’s business that you make while employed by the Company shall be and shall remain the property of the Company. No one—other than the Company’s authorized spokespersons—may discuss internal Company matters with, or disseminate internal Company information You may request a copy of the confidential information agreement from to, anyone outside the Company, except as required in the performance of their Human Resources. Company duties and only after an appropriate confidentiality agreement is in place. MKS employees may also be subject to contractual restrictions from a prior This applies to inquiries concerning the Company from the media, market employer. This may include restrictions on the use and disclosure of confidential professionals (such as securities analysts, institutional investors, investment information, restrictions on the solicitation of former colleagues to work at the advisers, brokers and dealers) and security holders. All responses on behalf Company and non-competition obligations. All MKS employees should be aware of the Company to inquiries must be made only by the Company’s authorized of, and abide by, any restrictions that apply to them. spokespersons—the Chief Executive Officer, Chief Financial Officer, Vice President of Corporate Marketing, Vice President of Investor Relations or General In addition, any inquiries or reference requests regarding former MKS employees Counsel. If you receive any inquiries of this nature, simply decline to comment may only be given by members of the Human Resources department. Managers and refer the inquirer to one of the Company’s authorized spokespersons. MKS CODE OF BUSINESS CONDUCT AND ETHICS | COMPANY CONFIDENTIAL JANUARY 2020 | 18OUR PARTNERS AND THE WORLD Confidentiality We must all be committed to maintaining the confidentiality of information entrusted to us by the Company or other companies, including our suppliers and customers. Unless disclosure is authorized by Company management or legally We must all be committed mandated, unauthorized disclosure of any confidential information is prohibited. to maintaining the Additionally, we must take appropriate precautions to ensure that confidential or sensitive business information, whether it is proprietary to the Company or another confidentiality of company, is only communicated within the Company to employees who have a need to know such information to perform their responsibilities for the Company. information entrusted to To protect the confidentiality of the Company’s research and development of us by the Company or products and markets, and that of our partners, our employees and officers sign a confidential information agreement (or an equivalent agreement) as a condition other companies. of employment. By signing this agreement, you agree, among other things, that: You will not disclose or in any other way make use of trade ¬ secrets or confidential information of the Company or partners; and former colleagues should refrain from providing any comment, and should All files, records, drawings, notes and other documents will be ¬ and will remain the property of the Company; and forward any of these inquiries to their Human Resources representative. All inventions, improvements, or discoveries related to the ¬ Public Statements Company’s business that you make while employed by the Company shall be and shall remain the property of the Company. No one—other than the Company’s authorized spokespersons—may discuss internal Company matters with, or disseminate internal Company information You may request a copy of the confidential information agreement from to, anyone outside the Company, except as required in the performance of their Human Resources. Company duties and only after an appropriate confidentiality agreement is in place. MKS employees may also be subject to contractual restrictions from a prior This applies to inquiries concerning the Company from the media, market employer. This may include restrictions on the use and disclosure of confidential professionals (such as securities analysts, institutional investors, investment information, restrictions on the solicitation of former colleagues to work at the advisers, brokers and dealers) and security holders. All responses on behalf Company and non-competition obligations. All MKS employees should be aware of the Company to inquiries must be made only by the Company’s authorized of, and abide by, any restrictions that apply to them. spokespersons—the Chief Executive Officer, Chief Financial Officer, Vice President of Corporate Marketing, Vice President of Investor Relations or General In addition, any inquiries or reference requests regarding former MKS employees Counsel. If you receive any inquiries of this nature, simply decline to comment may only be given by members of the Human Resources department. Managers and refer the inquirer to one of the Company’s authorized spokespersons. MKS CODE OF BUSINESS CONDUCT AND ETHICS | COMPANY CONFIDENTIAL JANUARY 2020 | 18
Code of Conduct AdministrationCode of Conduct Administration
CODE OF CONDUCT ADMINISTRATION How to Report an Issue Every employee, officer and director has the responsibility to ask questions, seek guidance, report suspected violations and express concerns regarding compliance with this Code. If you know or believe that any employee, officer, director or representative of the Company has engaged or is engaging in conduct that violates this Code, you should report this information to your manager, a Human Resources representative, or to the MKS Legal Department. If the matter relates to accounting or public reporting issues, concerns or complaints may also be communicated directly to the CFO or any member of the Audit Committee of the Board of Directors. You may also report any violations or suspected violations of this Code, on a confidential basis, through the MKS Compliance Hotline: Toll-free telephone at 1-800-826-6762 (click here for local access ¬ codes when calling from outside of the U.S.) or online at mksinst.alertline.com. ¬ Matters relating to questionable accounting or auditing matters or complaints While we encourage you to identify yourself when reporting violations so that we regarding accounting, internal accounting controls or auditing matters will be may follow up with you, as necessary, for additional information, you may report reported to the Company’s Audit Committee of the Board of Directors unless violations anonymously if you wish (unless anonymous reports are prohibited by determined not to be credible or material. Matters relating to any executive officer 1 local law ). or director of the Company will be reported to the Company’s Board of Directors. You may make a report without fear of retaliation. The Company will not discipline, The appropriate officer or officers (or the Board or Audit Committee, if discriminate against or retaliate against any employee who reports conduct in good appropriate) will conduct an investigation, authorize follow-up actions deemed faith, whether or not such information is ultimately proven to be correct. appropriate, determine whether a violation has occurred, and determine any appropriate disciplinary action. Concerns and complaints under this Code of Conduct will be forwarded to the Chief Financial Officer, the Chief Human Resources Officer and the General All employees should cooperate fully with any inquiry or investigation by the Counsel for appropriate assessment. Depending on the nature of the complaint, Company regarding an alleged violation of this Code and any failure to cooperate the appropriate officer or officers will evaluate the information to determine may result in disciplinary action, up to and including a discharge. whether an investigation is warranted and initiate the investigation if appropriate. 1 Anonymous reports generally are not permitted in countries in the European Union (EU) in which the Company conducts operations. For employees located in the EU, you must identify yourself when making a report, unless you are reporting a criminal activity or a concern or complaint regarding accounting or auditing matters. If anonymous reports are made contrary to local laws, the Company may not be able to adequately investigate or address the matter. MKS CODE OF BUSINESS CONDUCT AND ETHICS | COMPANY CONFIDENTIAL JANUARY 2020 | 20CODE OF CONDUCT ADMINISTRATION How to Report an Issue Every employee, officer and director has the responsibility to ask questions, seek guidance, report suspected violations and express concerns regarding compliance with this Code. If you know or believe that any employee, officer, director or representative of the Company has engaged or is engaging in conduct that violates this Code, you should report this information to your manager, a Human Resources representative, or to the MKS Legal Department. If the matter relates to accounting or public reporting issues, concerns or complaints may also be communicated directly to the CFO or any member of the Audit Committee of the Board of Directors. You may also report any violations or suspected violations of this Code, on a confidential basis, through the MKS Compliance Hotline: Toll-free telephone at 1-800-826-6762 (click here for local access ¬ codes when calling from outside of the U.S.) or online at mksinst.alertline.com. ¬ Matters relating to questionable accounting or auditing matters or complaints While we encourage you to identify yourself when reporting violations so that we regarding accounting, internal accounting controls or auditing matters will be may follow up with you, as necessary, for additional information, you may report reported to the Company’s Audit Committee of the Board of Directors unless violations anonymously if you wish (unless anonymous reports are prohibited by determined not to be credible or material. Matters relating to any executive officer 1 local law ). or director of the Company will be reported to the Company’s Board of Directors. You may make a report without fear of retaliation. The Company will not discipline, The appropriate officer or officers (or the Board or Audit Committee, if discriminate against or retaliate against any employee who reports conduct in good appropriate) will conduct an investigation, authorize follow-up actions deemed faith, whether or not such information is ultimately proven to be correct. appropriate, determine whether a violation has occurred, and determine any appropriate disciplinary action. Concerns and complaints under this Code of Conduct will be forwarded to the Chief Financial Officer, the Chief Human Resources Officer and the General All employees should cooperate fully with any inquiry or investigation by the Counsel for appropriate assessment. Depending on the nature of the complaint, Company regarding an alleged violation of this Code and any failure to cooperate the appropriate officer or officers will evaluate the information to determine may result in disciplinary action, up to and including a discharge. whether an investigation is warranted and initiate the investigation if appropriate. 1 Anonymous reports generally are not permitted in countries in the European Union (EU) in which the Company conducts operations. For employees located in the EU, you must identify yourself when making a report, unless you are reporting a criminal activity or a concern or complaint regarding accounting or auditing matters. If anonymous reports are made contrary to local laws, the Company may not be able to adequately investigate or address the matter. MKS CODE OF BUSINESS CONDUCT AND ETHICS | COMPANY CONFIDENTIAL JANUARY 2020 | 20
CODE OF CONDUCT ADMINISTRATION Failure to comply with the standards outlined in this Code will result in If any provision of this Code is inconsistent or conflicts with any employee rules, disciplinary action including, but not limited to, reprimands, warnings, probation requirements, policies or procedures or any applicable laws and regulations or suspension without pay, demotions, reductions in salary, discharge and in effect in a particular jurisdiction, then the employee rule or local law will restitution, as appropriate under applicable law. Certain violations of this Code supersede such provision. This Code is also subject to the terms of any may require the Company to refer the matter to the appropriate governmental or applicable agreement between the Company and any employee, works council, regulatory authorities for investigation or prosecution. trade organization or similar employee representative body. Special Obligations for MKS Leaders Waivers of the Code of Conduct MKS leaders are expected to create and reinforce a culture of compliance, and While most of the policies contained in this Code are intended to be strictly an atmosphere where employees are encouraged to identify any issues relating to followed, there may be some circumstances in which it is appropriate for an our integrity or ethics. Leaders are expected to lead by example and ensure that exception to be made. If you believe that an exception to any of these policies is MKS’ ethical standards and reputation are not compromised. appropriate in your case, first contact your manager. If the manager agrees that an exception is appropriate, the manager will need to obtain the approval of the MKS is counting on you to reinforce our corporate values. Any manager General Counsel. The General Counsel will maintain a record of all requests for who directs or approves of any conduct in violation of this Code, or who has exceptions to any of these policies and the disposition of such requests. knowledge of such conduct and does not immediately report it, will be subject to disciplinary action, up to and including discharge. If you are an executive officer or director who seeks an exception to any of these policies, contact the General Counsel. Any waiver of this Code for executive Administering the Code of Conduct officers or directors or any change to this Code that applies to executive officers or directors may be made only by the Board of Directors of the Company and will The Company may amend, alter or terminate this Code at any time for any be disclosed as required by law or NASDAQ regulation. reason. The most current version of this Code is posted on our website. MKS CODE OF BUSINESS CONDUCT AND ETHICS | COMPANY CONFIDENTIAL JANUARY 2020 | 21CODE OF CONDUCT ADMINISTRATION Failure to comply with the standards outlined in this Code will result in If any provision of this Code is inconsistent or conflicts with any employee rules, disciplinary action including, but not limited to, reprimands, warnings, probation requirements, policies or procedures or any applicable laws and regulations or suspension without pay, demotions, reductions in salary, discharge and in effect in a particular jurisdiction, then the employee rule or local law will restitution, as appropriate under applicable law. Certain violations of this Code supersede such provision. This Code is also subject to the terms of any may require the Company to refer the matter to the appropriate governmental or applicable agreement between the Company and any employee, works council, regulatory authorities for investigation or prosecution. trade organization or similar employee representative body. Special Obligations for MKS Leaders Waivers of the Code of Conduct MKS leaders are expected to create and reinforce a culture of compliance, and While most of the policies contained in this Code are intended to be strictly an atmosphere where employees are encouraged to identify any issues relating to followed, there may be some circumstances in which it is appropriate for an our integrity or ethics. Leaders are expected to lead by example and ensure that exception to be made. If you believe that an exception to any of these policies is MKS’ ethical standards and reputation are not compromised. appropriate in your case, first contact your manager. If the manager agrees that an exception is appropriate, the manager will need to obtain the approval of the MKS is counting on you to reinforce our corporate values. Any manager General Counsel. The General Counsel will maintain a record of all requests for who directs or approves of any conduct in violation of this Code, or who has exceptions to any of these policies and the disposition of such requests. knowledge of such conduct and does not immediately report it, will be subject to disciplinary action, up to and including discharge. If you are an executive officer or director who seeks an exception to any of these policies, contact the General Counsel. Any waiver of this Code for executive Administering the Code of Conduct officers or directors or any change to this Code that applies to executive officers or directors may be made only by the Board of Directors of the Company and will The Company may amend, alter or terminate this Code at any time for any be disclosed as required by law or NASDAQ regulation. reason. The most current version of this Code is posted on our website. MKS CODE OF BUSINESS CONDUCT AND ETHICS | COMPANY CONFIDENTIAL JANUARY 2020 | 21