Corporate Ethics and Governance 

Ethics and Compliance

Approach

AMD believes that the integrity of an organization begins with every employee's personal and professional commitment to a set of core values that guides actions and decision-making.  We are committed to the highest standards of ethics and integrity in all aspects of our business, and we continue to act appropriately to maintain the trust of our stakeholders. 

Policies and Practices

AMD's ethics and compliance policies and practices include the following:

• Board of Directors
• Principles of Corporate Governance
• Worldwide Standards of Business Conduct
• Code of Ethics
• Corporate Compliance Committee
• Stock Ownership Guidelines
• Internal Audit
• Global Internal Controls and Compliance Committee
• AMD Political Action Committee

Board of Directors

AMD's Board of Directors is responsible for selecting the Chief Executive Officer of the Company, monitoring the operating performance and financial condition of the Company, and overseeing the Company's adherence to corporate standards.  These standards are reviewed by the Board and AMD staff and updated periodically as needed. 

Our Board consists of nine members and four Committees that are responsible for review and oversight of company strategy and practices. The committees include the Audit and Finance Committee, Compensation Committee, and the Nominating and Corporate Governance Committee.  Committee members and their chairs are appointed by the Board annually.  In accordance with AMD's principles of corporate governance, a majority of members of the Board must meet the criteria for independence as required by applicable law and the New York Stock Exchange standards.  More information regarding AMD's Board of Directors is available here.

The actions of our Board and employees are governed by a set of interrelated principles and practices that forms a systematic and comprehensive structure for all compliance activities while providing a consistent vehicle for reporting illegal activities through the AMD AlertLine (1-800-381-6221).  The AMD AlertLine is a toll-free, multi-lingual service that accepts anonymous reports and is accessible 24 hours a day, seven days a week.  The service is available to all AMD employees worldwide.

Principles of Corporate Governance

AMD's Board has developed a set of Principles of Corporate Governance as a framework for its oversight activities devoted to protecting and advancing the long-term interests of shareholders and other stakeholders-including employees, customers, suppliers, creditors, and the communities where we operate.  In accordance with AMD's Principles of Corporate Governance, a majority of members of the Board must meet the criteria for independence as required by applicable law and the New York Stock Exchange standards.  All Board members except two - Dirk Meyer, CEO, and Waleed Al Mokarrab - meet the independence requirements.  AMD's Principles of Corporate Governance are available here.

AMD's Worldwide Standards of Business Conduct

AMD's Worldwide Standards of Business Conduct (WWSBC) support our commitment to high ethical standards and compliance with laws, regulations, and company policies. These standards apply to all AMD directors and employees and are one of the key components of the company's compliance and ethics program. They reiterate our values and outline guidelines on a broad range of workplace, business practice and conflicts of interest principles such as employment and labor practices, privacy, employee safety and health, business and accounting practices, political activities and contributions, insider trading, antitrust laws, and the Foreign Corrupt Practices Act. The WWSBC are currently available in eight languages: English, Japanese, German, Malay, Chinese (Mandarin), Spanish, Portuguese and Russian.  All employees worldwide receive copies of and training on the WWSBC. AMD's WWSBC are available here.

Code of Ethics 

 AMD's Code of Ethics supports the commitment of our Corporate Officers and key finance executives to the highest ethical standards and compliance with laws, regulations, and company policies applicable to corporate financial transactions, reporting and disclosure.  Our executives are vested with the responsibility and in some cases, the authority to protect, balance and preserve the interests of the Company's stakeholders.  AMD Executives fulfill this responsibility, in part, by prescribing and enforcing appropriate policies and procedures for the company's finance organization and by enforcing and adhering to the principles set forth in this code.  AMD's Code of Ethics is available here.  

Corporate Compliance Committee

AMD's Corporate Compliance Committee is the AMD internal group responsible for oversight of AMD's Worldwide Standards of Business Conduct (WWSBC) and related policies/procedures (e.g., Foreign Corrupt Practices Act, conflict of interest rules).  The Committee was first approved by the AMD Board of Directors in 2005 and provides regular ethics/compliance activity reports and status updates to the Audit and Finance Committee. 

Stock Ownership Guidelines

AMD believes that Executive Officers and members of the Board of Directors should own and hold common stock of the Company to further align their interests and actions with the interests of the Company's stockholders. Therefore, the Board of Directors adopted Stock Ownership Guidelines based on relevant market competitiveness.  The guidelines specify the number of shares executives must own and vary according to officer level.  AMD Stock Ownership Guidelines are available here.  

Internal Audit

AMD's Internal Audit function is an Agent of AMD's Board of Directors with direct reporting responsibilities to the Board's Audit and Finance Committee as well as the Chief Financial Officer.  The Internal Audit group brings a systematic, disciplined approach to such activities as risk management, systems and process controls, and governance processes to drive efficiency and consistency in our business processes and help organizations accomplish their objectives.  The group has unrestricted access to all functions, property, records and personnel to conduct their reviews and make recommendations for improving or changing business practices and/or policies.  Perhaps most important, Internal Audit provides a fresh perspective to improving the quality and consistency of our systems, processes, and operations across the company.

Global Internal Controls and Compliance Organization

AMD's Global Internal Controls and Compliance Organization (GICCO) implements internal controls and processes based on assessment of AMD financial and supporting IT and business processes, assessment of risks to financial statements and related assertions.  GICCO coordinates SOX activities from a financial management perspective ensuring that financial risks are addressed by controls that are formalized and available for external and internal audits. GICCO coordinates management's approach to the Sarbanes-Oxley Act of 2002 (SOX), including scoping and risk assessment, and performs evaluation of SOX audit findings for financial reporting purposes.  Annually, GICCO issues the AMD Internal Control Assessment Document (ICAD).  GICCO further educates and trains employees about SOX. Particular emphasis is placed on the importance of every employee's individual responsibility to help AMD reach SOX compliance and ensure the reliability of financial reporting and compliance with laws and regulations. 

AMD Political Action Committee

The AMD Political Action Committee (PAC) was established in 2005 as a means for eligible employees and individual shareholders in the United States to participate in the political process and to help inform candidates about policy matters affecting the semiconductor industry and AMD.  The bi-partisan AMD PAC is managed by a voluntary Advisory Board comprised of AMD employees. The Board has established and follows contribution guidelines that consider, for instance, candidates' elected representation of AMD employees, leadership on prioritized policy matters and voting history.  The AMD PAC regularly files public reports with the U.S. Federal Elections Commission (FEC) that contain information about contributions, expenditures and other operational matters. The public disclosure reports of the AMD PAC may be found on the FEC website.

AMD remained on the Dow Jones Sustainability World Index in 2008, the Dow Jones Sustainability United States Index, and the Dow Jones Sustainability North American Index.  Additionally, AMD remained on the Calvert Social Index®.  All of these indices recognize companies with proactive policies and practices that meet globally recognized corporate responsibility standards.