CODE OF CONDUCT
1. PURPOSE – OUR COMMITMENT TO INTEGRITY AND TRUST
The Board of Directors of Synaptics Incorporated (together with its subsidiaries, the "Company") has adopted this Code of Conduct (the "Code") in order to promote honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest; promote full, fair, accurate, timely and understandable disclosure in reports and documents that the Company files with, or submits to, the Securities and Exchange Commission (the "SEC") and in other public communications made by the Company; promote compliance with applicable governmental laws, rules and regulations; promote the protection of Company assets, including corporate opportunities and confidential information; promote fair dealing practices; deter wrongdoing; and ensure accountability for adherence to the Code.
At Synaptics, integrity, trust, honesty, respect and accountability guide how we do business worldwide. We are committed to conducting our business ethically, lawfully, and responsibly in every market where we operate. Our Code is foundational to how we do business and how we put our values into practice each and every day. It applies to every business decision in every area of the company worldwide.
This Code applies to all directors, officers, and employees of Synaptics and its subsidiaries (collectively, “Synaptics Personnel”). It sets forth the principles and standards that govern the conduct of Synaptics Personnel in their decisions, actions, and relationships with customers, suppliers, partners, investors, communities, and each other.
This Code cannot address every situation that may arise. When questions or concerns occur, we rely on sound judgment, professional integrity, and guidance from our Legal, Finance, and Human Resources teams. Speaking up when something does not seem right is a shared responsibility and an essential part of our culture. Any suspected violations should be reported as described under Section 13 below.
2. ADDITIONAL RESPONSIBILITIES OF SENIOR FINANCIAL OFFICERS
In addition to the standards set forth in this Code, Synaptics’ Chief Executive Officer, Chief Financial Officer, principal accounting officer, and other senior financial officers have heightened responsibilities due to their role in the Company’s financial reporting and public disclosures.
Senior financial officers are expected to promote honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest; ensure that financial records and disclosures are accurate, complete, timely, and understandable; comply with applicable laws, rules, and regulations governing financial reporting and disclosures; maintain effective disclosure controls and internal controls; and promptly bring to the attention of the Audit Committee (i) any material information that may affect the Company’s public disclosures or financial reporting; (ii) any significant deficiencies or material weaknesses in the design or operation of internal controls; or (iii) any fraud, whether or not material, involving management or other employees who have a significant role in the Company’s financial reporting, disclosures, or internal controls; and foster a culture of integrity and accountability within the finance organization.
Any violations of this Code by the Chief Executive Officer or any senior financial officer will be reviewed and addressed by the Board of Directors or a committee thereof. Any waiver of these provisions for a senior financial officer may be made only by the Board or a committee thereof and will be publicly disclosed as required by applicable law and Nasdaq listing rules.
3. ETHICAL BEHAVIOR AND COMPLIANCE WITH LAWS
Synaptics is committed to full compliance with all applicable laws, rules, and regulations wherever we operate. Synaptics Personnel are required to comply, both in letter and spirit of all applicable laws, rules and regulations in the cities, states and countries in which the Company operates (collectively, “Applicable Laws”). Although not all Synaptics Personnel are expected to know the details of all Applicable Laws, it is important to know enough to determine when to seek advice from appropriate personnel. Examples of expected compliance include:
a. Act with Honest and Ethical Conduct
The Company's policy is to promote high standards of integrity by conducting its affairs honestly and ethically. Each of Synaptics Personnel must act with integrity and observe the highest ethical standards of business conduct in their dealings with the Company's customers, suppliers, partners, service providers, competitors, employees and anyone else with whom they have contact in the course of performing their responsibilities.
b. Avoid Conflicts of Interest
A conflict of interest is any activity that may damage the Company’s business, competitive, or financial interests, or gives the appearance of impropriety or divided loyalty. Avoid any situation that creates a real or perceived conflict of interest. The following are common situations employees may encounter that could present a conflict of interest.
(i) Personal Relationships or Interests
A conflict of interest occurs when an individual's private interest (or the interest of a member of their family) interferes, or even appears to interfere, with the interests of the Company as a whole. A conflict of interest can arise when any Synaptics Personnel (or a member of his/her family) takes actions or has interests that may make it difficult to perform their work for the Company objectively and effectively. Business decisions must be based on the best interests of the Company and care must be taken to avoid situations that could expose Synaptics (or any Synaptics Personnel) to legal, financial, or reputational risk.
Personal relationships in the workplace can present a real or perceived conflict of interest when one individual in the relationship makes or influences employment decisions regarding the other, including performance or compensation. Significant personal relationships include, but are not limited to, spouses, domestic partners, family members, dating or physical relationships, close friends, and business relationships outside of the Company. Company business relationships include, but are not limited to, vendors, customers, suppliers, contractors, temporary agency workers, or similar relationships. Do not conduct Company business with family members or others with whom you have a significant personal relationship. Do not use your position at the Company to obtain favored treatment for yourself, family members, or others with whom you have a personal relationship. This applies to product or supply purchases or sales, investment opportunities, hiring, promoting, selecting contractors or suppliers, and any other business matter. In rare circumstances where an exception may be appropriate, written approval from the senior executive in your department, in consultation with the Legal Department, is required.
Conflicts of interest also arise when any Synaptics Personnel (or a member of his/ her family) receives improper personal benefits as a result of their position in the Company. For example, loans by the Company to, or guarantees by the Company of obligations of, employees or their family members are of special concern and could constitute improper personal benefits to the recipients of such loans or guarantees, depending on the facts and circumstances. Loans by the Company to, or guarantees by the Company of obligations of, any director or executive officer or their family members are expressly prohibited. Synaptics Personnel other than directors and executive officers who have questions about a potential conflict of interest or who become aware of an actual or potential conflict should discuss the matter with, and seek determination and prior authorization or approval from, the Legal Department. A supervisor may not authorize or approve conflict of interest matters or make determinations as to whether a problematic conflict of interest exists without first providing the Legal Department with a written description of the activity and seeking written approval. Unless permission from our Chief Legal and Compliance Officer (or the Chief Financial Officer if the Chief Legal and Compliance Officer is involved or unavailable), the rule of thumb is as follows:
- Do not solicit or receive any improper personal benefits as a result of our position with the Company.
- Do not accept loans or guarantees of obligations from the Company or any of the Company’s customers, suppliers, partners, or any other person or entity dealing or desiring to deal with the Company.
- Do not take any significant ownership or financial interest in any person or entity that does business with the Company.
- Do not engage in any outside employment or business activity that conflicts with the Company’s business or otherwise detracts from your ability to devote appropriate time and attention to your responsibilities to the Company during regular business hours.
- Do not enter any consulting, agent, or employment relationship with a customer, supplier, or competitor of the Company.
- Do not take for yourself personally any opportunities that properly belong to the Company or are discovered through your position or use of Company property or information.
- Do not supervise, review, or have any influence on the job evaluations, pay, or benefits of any family member.
- Do not sell anything to the Company or buy anything from the Company except on the same terms and conditions available to all Synaptics Personnel.
In short, monitor your relationships and interactions to ensure that you avoid situations that could impair your objectivity or interfere with our duties. Also recognize that all of these restrictions apply to your family members.
(ii) Personal Investments
You should avoid investing in companies that are Company competitors or business partners when the investment presents a conflict of interest. Consider whether you are in a position to influence transactions between the Company and a business in which you have invested. If you have non-public information about a current or potential Company business partner, you should not invest in that company, regardless of whether the company is publicly traded or whether the information could have a material effect on the value of the company. Note that an investment may present a conflict of interest and should be avoided even if it does not violate insider trading rules and the Company’s Insider Trading Policy. If a real or apparent conflict arises, disclose the conflict to your manager, who can work with the Legal Department to help determine whether a conflict exists and, if appropriate, the best approach to eliminate the conflict.
c. Prohibition on Corruption and Bribery
The Company is committed to truthful and transparent interactions with customers, suppliers and business partners. The Company does not tolerate corruption in connection with any of our business dealings or any attempt to influence customer, supplier or partner decisions through improper payments. We would rather lose the business than secure it through a bribe, kickback or other improper benefit.
(i) Bribes, Kickbacks and Facilitating Payments
Corruption can take many forms, but most often it occurs through bribery. A bribe is offering or giving anything of value, including cash, cash equivalents such as gift cards, gifts, meals, travel and entertainment, to any person for the purpose of obtaining or retaining business, or securing an improper advantage. You cannot offer or receive bribes from any individual, regardless of whether that individual is a public official or a private party.
Kickbacks are a type of bribery and occur when a person is offered money or something of value in exchange for providing something, such as information, a discount or a favor, to a third party. Kickbacks are strictly prohibited.
Facilitating payments are a type of bribe generally used to facilitate or expedite the performance of routine, non-discretionary government action including payments to secure permits or approvals, and small payments to speed up a routine government process. These payments also are not permissible. Exceptions may be made in circumstances that involve an imminent threat to health or safety, and such situations must be immediately reported to the Legal Department.
This is important because both individual violators and the Company can be found responsible for bribes, kickbacks, and/or facilitating payments made by third parties in connection with the Company’s business. We expect our representatives to share our commitment to integrity, and if we see signs that a representative is unethical or could be engaging in corrupt conduct, we prohibit doing business with them. We must forego business rather than secure it through a bribe, kickback, or other improper benefit. This includes prohibiting improper gifting, promising, offering or authorizing payment of anything of value in order to obtain or keep business or to secure some other advantage for Synaptics. Before engaging a third party that will be interacting with any government or public officials on the Company’s behalf, contact the Legal Department to evaluate whether additional due diligence is required.
(ii) Money Laundering
Money laundering occurs when individuals or organizations try to conceal illicit funds or make those funds look legitimate. Money laundering is illegal and strictly prohibited. In certain countries, we are required to report suspicious activity. If you deal directly with customers or vendors, the following examples may signal potential money laundering:
- Attempts to make large payments in cash
- Payments by someone who is not a party to the contract
- Requests to pay more than provided for in the contract
- Payments made in currencies other than those specified in the contract
- Payments from an unusual, nonbusiness account
- Transactions forming an unusual pattern such as bulk purchases of products or gift cards or repetitive cash payments
d. Fair Competition
The way we compete is as important as the result we achieve. Do not engage in anticompetitive behavior. Healthy competition and fair business practices put our customers first by giving them access to a variety of products and services at fair prices. We seek competitive advantages through superior performance and better value rather than through unethical or illegal business practices. Competing fairly ensures that we meet our business objectives with our integrity intact. Although we vigorously compete to develop and create the very best products for our customers, the Company will never seek to eliminate or reduce competition through illegal agreements with competitors, suppliers, customers, or partners to limit competition, to fix prices, to divide markets or customers, or to limit employee recruiting, hiring, or compensation, and we do not engage in any activities that would otherwise violate antitrust laws. Agreements with competitors are subject to rigorous scrutiny in all countries. Agreements with our resellers, distributors, and suppliers can also give rise to scrutiny, particularly if the Company has a leading position in the market.
We do not take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any unfair business practice. We follow special rules of conduct to avoid antitrust violations when we participate in industry associations and standards bodies. In addition, obtaining and using business information about customers, competitors, and markets in which we operate is a common business practice, but you must always do so with integrity. You may only gather competitive information through public or permitted sources, such as surveys and competitive research. Personal information may not be obtained from third parties without confirming privacy implications with our Legal Department. We do not seek business intelligence by illegal or unethical means. It is never appropriate to engage in theft, espionage, or breach of a non-disclosure agreement. If you obtain confidential nonpublic information, accidentally or provided by unknown sources, that relates to a competitor, it may be unethical to use the information. If this happens to you, immediately contact your manager and Legal.
In summary, we compete fairly by:
- Avoiding any formal or informal agreements with competitors that limit competition
- Respecting competitive bidding processes, not rigging or fixing the outcomes
- or helping anyone else do so
- Not dictating the prices that our independent channel partners/resellers/distributors charge their customers
- Not gathering competitive intelligence or agreeing with or exchanging information with competitors regarding price, policies, contract terms, costs, inventories, marketing plans, capacity plans, or other competitively significant data
- Not agreeing with competitors to divide or assign sales territories, products, or dedicated customers
- Being truthful, and not misrepresenting who we are
e. Avoid Insider Trading
It is a violation of U.S. Securities laws to buy or sell the securities of Synaptics or any other company while in the possession of material nonpublic information about Synaptics or that other company. In this regard, each Synaptics Personnel must comply with our Insider Trading Policy restrictions, including not trading during trading blackout periods and obtaining pre-clearance for trades, if applicable, for certain Synaptics Personnel designated as “Insiders.” Accordingly, it is against Company policies and illegal for any Synaptics Personnel to use material nonpublic information regarding the Company or any other company to obtain profit for themself; or directly or indirectly "tip" others who might make an investment decision on the basis of that information. Tipping means giving anyone, including friends and family, tips on when to buy or sell securities when aware of material nonpublic information concerning that security. Accordingly, it is your responsibility to ensure that your spouses, family members, brokers, and others who act on your behalf follow these restrictions, and do not make recommendations to anyone about trading in our stock.
Information is material if it would likely be considered important by an investor who is deciding whether to buy or sell a security, or if the information is likely to have a significant effect on the market price of the security. Both positive and negative information may be considered material. Examples of potential material information include financial results, information about new products or significant features, timing of significant product announcements or new product introductions, news of a pending or proposed acquisition or other corporate transaction, significant changes in sources or availability of supplies, changes in dividend policy, significant product defects or modifications, and significant cybersecurity, or other data protection or privacy incidents. Do not share material non-public information about Synaptics or any of our customers, suppliers and partners with anyone not authorized to receive it.
f. Trade Restrictions and Import/Export Controls
Synaptics operates globally and is subject to trade laws and regulations that govern the export, import, transfer, and use of products, technology, software, services, and technical data. These laws may impose restrictions involving certain countries, entities, individuals, or end uses, and may also limit travel, investments, or other business activities. In addition, some jurisdictions prohibit participation in, or support of, unsanctioned boycott activities. Synaptics Personnel whose responsibilities involve cross-border transactions, international shipments, technology transfers, or dealings with foreign customers, suppliers, or partners must ensure compliance with applicable export controls, sanctions, and trade regulations. This includes understanding and complying with licensing requirements, end-use and end-user restrictions, and record-keeping obligations. Before exporting, importing, shipping, transferring, or providing access to controlled products, technologies, or services, or engaging in transactions that may be subject to sanctions, Synaptics Personnel must consult with the Company’s trade compliance function and obtain any required approvals. Questions or concerns related to trade restrictions or import/export compliance should be directed to the Company’s trade compliance function.
g. Gifts, Hospitality and Business Courtesies
Exchanging gifts, hospitality, or other business courtesies can create actual or perceived conflicts of interest and may undermine trust if they influence—or appear to influence—business judgment. Synaptics Personnel must avoid offering or accepting anything of value that could compromise objectivity or create an expectation of preferential treatment. “Gifts” and “business courtesies” include anything of value (e.g., meals, entertainment, travel, tickets, services, favors, discounts, or use of property). Cash and cash equivalents are never permitted. Gifts or courtesies intended to influence a business decision are strictly prohibited. Synaptics Personnel may not use personal funds or resources to bypass Company limits or approval requirements.
Modest and infrequent business courtesies may be permissible where they serve a legitimate business purpose, are reasonable, lawful, and comply with Company policy. Business entertainment must be participatory and connected to a legitimate business purpose; entertainment that is not attended by both Synaptics personnel and the outside party should be treated as a gift under Company policy.
Synaptics Personnel may not provide gifts of any value to government officials or employees of government agencies. A public official is any person who is paid with government funds or performs a public function. This includes individuals who are elected or appointed to public office, as well as individuals who work for local, state/provincial or national government, public international organizations, public (government-owned or operated) schools, and state-owned or state-run enterprises. Employees at such organizations are considered public officials regardless of title or position.
If refusing or returning a gift or business courtesy would be impractical or culturally inappropriate, employees must promptly notify their manager and Legal and follow the Gifts & Entertainment Policy for appropriate disposition. Other detailed rules, monetary limits, documentation requirements, and approvals also are addressed in Synaptics’ Gifts & Entertainment Policy and related policies.
4. RESPONSIBLE SUPPLY CHAIN PRACTICES
Synaptics is committed to conducting business responsibly and expects its suppliers, contractors, and business partners to uphold standards consistent with our values and Applicable Law. These expectations are set forth in the Supplier and Vendor Code of Conduct (“Supplier CoC”), which is administered separately and applies specifically to third parties, which this Code applies to all Synaptics Personnel. Synaptics Personnel with supplier-facing responsibilities are expected to support compliance with the Supplier CoC and to escalate potential human rights or labor concerns through appropriate Company channels.
5. HUMAN RIGHTS AND LABOR PRACTICES
We are committed to maintaining a safe, healthy, and respectful workplace which is essential to Synaptics’ success. We are committed to fostering an environment of mutual respect, honesty, and openness, where each employee is treated as a valid contributor, and where individuals are treated fairly, can work without fear of bullying, harassment or discrimination, and can perform their jobs safely and effectively. Each of us is responsible for upholding these standards in our actions, decisions, and interactions whenever we represent Synaptics.
a. Anti-Harassment, Discrimination and Bullying
Discrimination, harassment, or inappropriate conduct based on any legally protected characteristic is not tolerated. This expectation applies to all work-related interactions, including those involving employees, applicants, customers, suppliers, contractors, and other business partners. As such, we do not tolerate:
- Any type of harassment or bullying of any individual for any reason
- Actions, words, or gestures that are abusive or harmful to others, are intimidating, or create an offensive or hostile work environment
- Threatening behavior of any kind, whether explicit or implicit
- Stalking, intimidation, physical altercations, acts of violence, or destruction of property
b. Environmental, Health and Safety
Synaptics is committed to protecting the environment and to promoting the health and safety of our employees, customers, and the communities in which we operate by following security and safety laws and procedures, taking appropriate measures to eliminate hazards that could cause accidents, and reporting unsafe or unhealthy working conditions. Employees are expected to perform their work in compliance with applicable environmental, health, and safety laws, regulations, and Company policies. We are all responsible for identifying potential risks, following safety procedures, and working proactively to prevent accidents, injuries, and environmental harm. Questions or concerns related to environmental, health, or safety matters should be raised promptly with management or the appropriate Company resources in our GWR department.
c. Drugs, Alcohol, and Fitness for Work
Synaptics is committed to maintaining a safe, healthy, and productive work environment. Synaptics Personnel are expected to comply with Company policies regarding alcohol, drugs, and smoking whenever they are working, on Company premises, participating in Company-sponsored activities, or otherwise conducting Company business. The manufacture, possession, distribution, solicitation, or use of illegal drugs or controlled substances, or possession of any firearms, incendiary devices, or other weapons in the workplace is strictly prohibited. Each of us is expected to exercise sound judgment and to be fit for duty at all times.
d. Human Rights, Diversity, and Fair Treatment
Synaptics is committed to respecting internationally recognized human rights and to conducting our business with dignity and fairness for all individuals. We prohibit all forms of forced, bonded, indentured, prison, or child labor, including practices that restrict freedom of movement or access to basic liberties. Synaptics follows the “Employer Pays” principle and prohibits recruitment or hiring fees being charged to workers. Where recruitment-related fees are identified, appropriate remediation and reimbursement will be required, consistent with Applicable Law and Company policy. We are committed to providing fair compensation and to respecting employees’ lawful rights to freedom of association and collective bargaining. Synaptics prohibits retaliation, intimidation, or interference related to the exercise of these rights.
We value the diversity of backgrounds, experiences, and perspectives that strengthen our global organization. Synaptics seeks to foster a workplace where inclusion, equal opportunity, and mutual respect are core principles. Employment decisions—including hiring, compensation, advancement, and other terms of employment—are made based on qualifications and business needs, and without regard to race, color, age, sex, sexual orientation, gender identity or expression, national origin, ethnicity, religion, disability, pregnancy, veteran status, union membership, political affiliation, or any other characteristic protected by Applicable Law.
We expect our contractors, suppliers, and business partners to uphold comparable standards of human rights, fair treatment, and lawful employment practices. Independent contractors engaged by Synaptics are sourced and retained in accordance with Applicable Laws and Company policies and are treated with professionalism and respect.
We celebrate the different cultures that the Company unites across the globe, and we benefit from the collective contributions of people from many countries, religions, and ethnic backgrounds. We support all employees, regardless of gender, gender identity or expression, veteran status, race, ethnicity, or ability. We strongly believe in a workplace where diversity and equality are core values, and we treat everyone with respect, fairness, and dignity, regardless of position or level. When making hiring, compensation, and other employment decisions, we do not consider race, color, age, gender, sexual orientation, gender identity and expression, ethnicity or national origin, disability, pregnancy, religion, political affiliation, union membership, covered veteran status, protected genetic information, marital status, or any other protected characteristic.
Synaptics encourages open communication and the good faith raising of concerns. Individuals may share questions or grievances without fear of retaliation, intimidation, harassment, or violence.
6. PRIVATE EMPLOYEE INFORMATION AND USE OF COMPANY SYSTEMS
Synaptics Personnel must respect the privacy of current and prospective employees. Personal information relating to a coworker or job applicant, including identification numbers, health information, performance or disciplinary records, or other sensitive data, may be accessed, used, or shared only for legitimate business purposes and only by individuals with an authorized need to know. Such information must not be disclosed unless permitted by law, authorized by the individual, or approved through appropriate Company channels. Nothing in this Code is intended to restrict rights related to protected concerted activity. Synaptics does not monitor or interfere with lawful union activities or other protected concerted activities.
Subject to Applicable Laws and Company policies, Synaptics may monitor, access, review, retain, or disclose information created, stored, transmitted, or accessed using Company systems, networks, devices, or facilities, regardless of whether the device is Company-owned or personally owned but used for Company business. This may include electronic communications, files, usage data, physical workspaces, and other Company resources. Monitoring and review activities are conducted for legitimate business, security, legal, and compliance purposes. Monitoring and review activities also are conducted in accordance with Applicable Law, and additional local notices or consents may apply in certain jurisdictions.
Employees should not expect privacy when using Company systems, networks, or resources, including remote access tools or virtual private networks, except as required by Applicable Law. Limited personal use of Company systems may be permitted in accordance with Company policy, but such use remains subject to monitoring and review.
The appropriate use of Company systems, networks, devices, and information resources is governed by Synaptics’ Acceptable Use Policy and related information security and privacy policies. Questions or concerns regarding privacy, monitoring practices, or the handling of personal information should be directed to the privacy function in the Legal Department.
7. DEVELOP AND DEPLOY RESPONSIBLE AI
We are committed to developing and deploying AI technologies in a way that is consistent with our principles. We strive to create systems that people trust. This means keeping people and their goals at the center of system design decisions and respecting enduring values like fairness, reliability and safety, privacy and security, inclusiveness, transparency, and accountability.
We develop and deploy responsible AI by following the Synaptics Responsible Use of AI Policy when developing and deploying AI technologies, by reporting sensitive and higher risk uses to the Legal department and following the guidance you receive. Examples of sensitive and higher risk uses include, without limitation, employment-related decisions, biometric identification, surveillance, personally identifiable information, Synaptics’ confidential information, safety-critical systems, or regulated product. When in doubt, check with Legal for guidance before proceeding.
8. SUSTAINABILITY EFFORTS AND COMMUNITY SUPPORT
We recognize the importance of protecting the environment for future generations and ensuring we all can attain a healthy and enriched life. We reduce our environmental footprint and prevent environmental pollution by complying with all applicable environmental laws and regulations and by continually improving our environmental management systems. We are committed to minimizing natural resource consumption, improving sustainability, reducing waste and increasing reuse and recycling programs, disposing of end-of-life products in an environmentally safe and responsible manner, educating ourselves and monitoring our performance, and developing and marketing products that are safe for their intended use, efficient in their use of energy, protective of the environment, and that can be reused, recycled or disposed of safely.
We source our suppliers responsibly and require them to comply with internationally recognized health and safety and environmental standards, including standards relating to the use and disposal of hazardous substances.
We aim to positively influence, and take pride in our social responsibility to, our communities. We support our local communities worldwide by engaging with groups and organizations that reflect our high regard for social responsibility, by participating in relief efforts and charitable causes and events, and by volunteering at organizations that improve our communities.
9. PROTECTION OF COMPANY ASSETS AND CONFIDENTIAL INFORMATION
Each of us is responsible for safeguarding Synaptics’ assets and confidential information. Company assets include physical property, equipment, systems, data, intellectual property, and other resources entrusted to us in the course of our work. Protecting these assets is essential to Synaptics’ operations, reputation, and competitive position. Confidential Information includes non-public information relating to Synaptics’ business, products, services, operations, finances, strategies, customers, or employees, as well as confidential information entrusted to Synaptics by customers, suppliers, partners, and other third parties. Such information must be protected from unauthorized access, use, disclosure, or loss.
Synaptics Personnel must use confidential information solely for legitimate business purposes and share it only with individuals who have a business need to know. Disclosure of confidential information to third parties may occur only when authorized and subject to appropriate confidentiality protections, such as a non-disclosure agreement. Even within Synaptics, information should be shared thoughtfully and only to the extent necessary to perform assigned responsibilities.
Information received from third parties must be protected with the same care as Synaptics’ own confidential information. Misuse or improper disclosure of confidential information—whether belonging to Synaptics or to others—can result in legal liability, loss of trust, and disciplinary action.
Synaptics Personnel should remain mindful of their surroundings and communications, including conversations in public or semi-public settings and the use of electronic communications. Company assets and information must be protected against loss, theft, misuse, or unauthorized access at all times.
Nothing in this Code is intended to restrict rights under Applicable Law to discuss wages, hours, or other terms and conditions of employment. Questions regarding the handling or disclosure of confidential information, intellectual property, or other Company assets should be directed to Legal.
10. ACCURACY OF BUSINESS RECORDS AND FRAUD
Accurate, complete, and reliable business records are essential to Synaptics’ legal, financial, and operational integrity. Synaptics Personnel are responsible for ensuring that all records and communications—including financial records, expense reports, timekeeping records, technical and product documentation, customer information, and public or internal communications—are prepared honestly, accurately, and in a timely and understandable manner.
Falsification or improper manipulation of Company records is strictly prohibited. Fraud includes, among other things, altering records, misrepresenting facts, omitting material information, or assisting others in doing so for the purpose of misleading internal or external audiences.
All expenses must be incurred and reported in compliance with Company policies and applicable approval requirements. Expense reimbursement submissions must be accurate, complete, and supported by appropriate documentation, consistent with Synaptics’ travel and expense policies.
11. RECORDS MANAGEMENT & LEGAL HOLD
Records and information created or received in the course of Synaptics’ business are Company assets. Synaptics Personnel are responsible for creating, maintaining, retaining, and disposing of records in accordance with Applicable Laws and Company records management and retention policies. Records must be maintained in a manner that preserves their accuracy, integrity, confidentiality, and security. Retention periods may vary based on legal, regulatory, operational, or privacy requirements. In certain circumstances, records may be subject to preservation obligations, including legal holds. When a legal hold is in effect, relevant records must not be altered, deleted, destroyed, or concealed, including records stores in collaboration platforms, messaging tools, or personal devices used for Company business. Legal will provide guidance regarding any such requirements. Questions regarding records management or retention should be directed to Legal or the appropriate Company resources.
12. PUBLIC SPEAKING, MEDIA & EXTERNAL INQUIRIES; ENDORSEMENTS
Synaptics Personnel may not participate in public speaking engagements, panels, presentations, or other external communications that relate to Synaptics’ products, services, technology, or business—or that could reasonably be interpreted as representing Synaptics without prior approval from management and the appropriate Company communications functions.
Employees who are authorized to participate in approved engagements may not accept personal compensation in connection with such activities. Reasonable, directly related expenses may be accepted only in accordance with Company policy.
All inquiries from members of the media, industry analysts, investors, or other external parties seeking comment on behalf of Synaptics, or where an employee’s response could reasonably be attributed to the Company, must be directed to Corporate Communications or Investor Relations, in consultation with Legal, as applicable. Employees should not respond to such inquiries unless expressly authorized to do so.
Nothing in this Code is intended to restrict rights under Applicable Law to discuss wages, hours, or other terms and conditions of employment, or to raise concerns regarding workplace conduct. However, Synaptics Personnel must not disclose confidential or proprietary Company information in connection with any such communications.
You should never endorse a product or service of another business or individual in your role, unless the endorsement has been approved by your manager, Corporate Communications and Legal. This does not apply to statements made in the normal course of business about third-party products sold by Synaptics.
These principles also apply to the use of social media, blogs, forums, and other online platforms. Guidance regarding appropriate social media use is available on the Company’s intranet.
13. REPORT COMPLIANCE AND ETHICS CONCERNS; AND NON-RETALIATION
a. Reporting Concerns & Investigations
We encourage employees to raise questions, seek guidance, and report any violations of this Code or other ethics concerns in good faith. Reports may be made to management, Legal, Internal Audit, Human Resources, or through the Company’s whistleblower hotline. If you have any questions about the best course of action in a particular situation, you may reach out to any of the resources noted above. False accusations are not tolerated.
The Company will undertake a prompt, consistent, and fair process to investigate and address reported concerns. Investigations are conducted with appropriate discretion and shared only on a need-to-know basis, consistent with Applicable Law and Company policy. Employees are expected to cooperate fully, openly, and honestly in internal or external investigations, unless otherwise required by Applicable Law. Records related to ongoing or anticipated investigations or litigation must not be altered, destroyed, or concealed.
Where appropriate, Synaptics seeks to provide fair and timely remediation for substantiated concerns, consistent with Applicable Law and Company policy.
b. No-Retaliation
Synaptics Personnel may submit a good-faith concern regarding misconduct without fear of dismissal or retaliation of any kind. Synaptics does not tolerate retaliation against any individual for making a report of misconduct in good faith, assisting in an investigation, or bringing a potential violation to the attention of company management.
14. ACCOUNTABILITY, ENFORCEMENT AND TRAINING
Compliance with this Code is a condition of employment and service with Synaptics. Each Synaptics Personnel is required to read and understand our Code and all Synaptics policies. The Company provides annual training to employees and actively monitors and audits compliance with our Code. Violations may result in disciplinary action, up to and including termination of employment, as well as potential civil or criminal liability. This Code is administered by the Legal Department under the oversight of the Nominations and Corporate Governance Committee of the Board.
Employees are expected to promptly bring to the attention of the Chief Executive Officer, Chief Financial Officer, Chief Legal Officer or the appropriate standing committee of our Board any information that may affect the accuracy or completeness of the Company’s public disclosures, including evidence of fraud or material violations of law.
Each of the members of the Board or its designated committee (in the case of a violation by a director or executive officer) and the Chief Legal Officer (in the case of a violation by any other person) may, in his/her discretion, waive any violation of this Code. Any waiver for a director or an executive officer shall be disclosed as required by SEC and Nasdaq listing rules.
To inform employees of the requirements under this Code, Synaptics provides periodic training and each Synaptics Personnel required to take such training must acknowledge that they have received, understand the contents, and agree to comply with the policies and procedures set out in this Code. Questions about compliance should be addressed to the Legal Department at legal@synaptics.com.
Synaptics reserves the right to change any of the terms of this Code or other Synaptics’ policies, standards, and procedures at any time without prior notice. It is the responsibility of each Synaptics Personnel to keep informed of any such changes and stay in compliance.

