Code of Conduct & Corporate Governance (Zarlink Semiconductor)

NETWORK COMMUNICATION ICs

CONSUMER COMMUNICATION ICs

ULTRA LOW POWER COMMUNICATION ICs

Code of Conduct and Corporate Governance

Code of Ethics & Business Conduct
Supplementary Code of Ethics & Business Conduct for Designated Executives

Communications

Complaints Procedure
Communication with the Chairman of the Board
Ethics Hotline

Mandates

Board of Directors
Executive Committee
Audit Committee
Compensation Committee
Nominating and Corporate Governance Committee

Role Descriptions

Chief Executive Officer
Chairperson of the Board of Directors
Chairperson of the Committees
Guidelines for Serving as Director

Processes

CEO Selection
Director Selection
CEO Performance Review
Director and Board Performance Reviews
Committee Performance Reviews
Succession Planning

Policies

Disclosure Policy
Insider Trading Policy
Director, CEO and Executive Stock Ownership Policy (revised January 2006)
Director, CEO and Executive Stock Ownership Policy (original 2003)
Audit Committee Pre-Approval Policy

Minutes

Shareholders Meeting July 24, 2007 (DRAFT)
Shareholders Meeting July 25, 2006
Shareholders Meeting July 21, 2005
Shareholders Meeting July 21, 2004
Shareholders Meeting July 16, 2003
Shareholders Meeting July 31, 2002

Compliance

Zarlink Semiconductor Inc. fully complies with Toronto Stock Exchange Corporate Governance Guidelines and other applicable stock exchange and regulatory requirements. There are no significant ways in which the corporate governance practices of Zarlink, as a foreign private issuer, differ from those required of domestic company's under NYSE standards.

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