Corporate Governance

The board of directors of Semtech Corporation sets high standards for the company's employees, officers and directors. Implicit in this philosophy is the importance of sound corporate governance. It is the duty of the board of directors to serve as a prudent fiduciary for shareholders and to oversee the management of the company's business. To fulfill its responsibilities, the board of directors follows the procedures and standards that are set forth in numerous guidelines, including our Bylaws and Core Values and Code of Conduct.

Insider Trading Policy

Our Core Values and Code of Conduct apply to all of Semtech’s directors, officers and employees around the world. These guidelines emphasize the importance that the board of directors and the senior leadership team place on ethical actions, individual integrity and fair dealing. This includes strict policies against insider stock trading, the sharing of insider information with others outside of the company, hedging transactions or the use of Semtech stock as collateral for margin accounts.

Sustainable Profit

Semtech continues to focus on delivering a strong operating performance, with record-breaking growth recently seen in all three of our product groups. Our strong operating performance is driven by three industry mega trends:

• A smarter planet, leveraging the Internet of Things (IoT)

• Higher bandwidth, led by data center build outs

• Greater mobility and the increasing use of mobile devices

Each of these industry trends showcase the type of innovation and foresight that has made Semtech a leader in the industry, and will help us continue to drive future growth areas and support sustainable profit for the company well into the future.

Smarter Planet

Semtech continues to lead as a pioneer in the IoT, and founding member of the fastest growing technology alliance - the non-profit LoRa Alliance®. IoT is expected to deliver intelligence and efficiency on an unparalleled scale through the use of advanced analytics that quickly and inexpensively connect billions of “things” to the Cloud. Semtech’s revolutionary LoRa® devices and LoRaWAN® standard are helping to make this goal a reality around the globe, as it continues to establish itself as the de facto platform in low power wide area networks (LPWAN). With LoRaWAN networks on every inhabited continent, and deployments of LoRa-enabled devices rapidly increasing, Semtech is well positioned in the IoT market.

Higher Bandwidth

The ongoing demand for higher bandwidth and connectivity solutions remain a key driver behind growth and record annual net sales results achieved by Semtech’s Signal Integrity Products Group. Demand for higher speed links by Cloud and hyperscale data centers is expected to continue, and Semtech is well positioned to address these needs with its ClearEdge® and Tri-Edge™ Clock and Data Recovery (CDR) platforms, and FiberEdge® Physical Media Device (PMD) platforms. These products provide some of the highest performance with the lowest power consumption.

Greater Mobility

Semtech has a number of innovative protection and proximity sensing platforms that are used in smartphones, tablets and wearable devices to protect customer’s products as well as protect users from the radio emissions of increasingly more powerful radio waves. With the increasing reliance on these types of products around the globe, this in another growth area that will continue to provide sustainable profit for Semtech.

We believe our unrelenting focus in developing innovative solutions, our diverse customer base, our balanced end-market exposure, and our balanced product portfolio position Semtech very well strategically to deliver future net sales and earnings growth.

Annual Reports

Annual Reports and other financial information such as SEC filings, quarterly reports, earnings calls, and proxy statements, are available in the Investors section of the Semtech website.

Board of Directors

Except for matters requiring action by the stockholders, the board of directors is the ultimate decision-making body of the company. Directors are expected to devote sufficient time to the board and its committees to carry out their duties and responsibilities effectively. It is expected that each director will be available to attend all meetings of the board and any committees on which the director serves, as well as the company’s annual meeting of stockholders. A list of Semtech’s current board of directors can be viewed in the Investors section of the company’s website.

Board Committees

Committees are designated by the board of directors, and must be approved by a majority in order to be established. In addition, each committee must consist of one or more of the directors of Semtech. Semtech currently has three committees: Compensation Committee, Nominating and Governance Committee and the Audit Committee.