Solectron has long upheld a set of basic beliefs to guide our actions. Among those beliefs is the responsibility to conduct ourselves with the highest standards of ethical behavior when relating to customers, suppliers, employees, investors and the communities where we work.      We believe our corporate governance policies and practices meet or exceed the standards defined in proposed and recently enacted legislation. INDEPENDENT DIRECTORS A majority of our board members are independent of the company and its management as defined by the Securities and Exchange Commission and the New York Stock Exchange. The non-management directors regularly meet in executive session, without management, as part of the normal agenda of our board meetings. NOMINATING AND GOVERNANCE COMMITTEE The Nominating and Governance Committee has adopted a charter that meets SEC and NYSE standards. Nominating and Governance Committee members all meet the applicable tests for independence from company management. Review of the management succession plan is the responsibility of the Nominating and Governance Committee as defined by our Corporate Governance Guidelines. COMPENSATION COMMITTEE The Compensation Committee meets the applicable tests for independence as defined by the SEC, the NYSE and Internal Revenue Services rules. The Compensation Committee has adopted a charter that meets SEC and NYSE standards. Incentive compensation plans are reviewed and approved by the Compensation Committee as part of its charter. Director compensation guidelines are determined by the Compensation Committee as defined by our Corporate Governance Guidelines. AUDIT COMMITTEE The board’s Audit Committee has established policies that are consistent with the corporate reform laws for auditor independence. Audit Committee members all meet the applicable tests for independence from company management and requirements for financial literacy. The chair of the Audit Committee has the requisite financial management expertise. KPMG LLP, our independent auditors, reports directly to the Audit Committee. An ethics hot line (voicemail and email) is available to all employees, customers and suppliers to enable confidential and anonymous reporting to the Audit Committee. The internal audit function of the company reports its status and findings directly to the Audit Committee. SHAREHOLDER APPROVAL OF EQUITY COMPENSATION PLANS The company requires shareholder approval of all equity-compensation plans and any repricing of options contemplated by the company. CORPORATE GOVERNANCE GUIDELINES Solectron has adopted a set of Corporate Governance Guidelines that meet the standards defined by the SEC and the NYSE, including specifications for director qualification and responsibility. Continuing education for directors is specified as part of the annual agenda of the board meetings, under our Corporate Governance Guidelines. CODE OF BUSINESS CONDUCT AND ETHICS Solectron has adopted a Code of Business Conduct and Ethics that includes a conflict of interest policy and applies to all directors, officers and employees. All employees are trained in the Code of Business Conduct and Ethics as part of new-employee orientation, and all are required to affirm in writing their acceptance of the code. All employees are required to annually reaffirm in writing their acceptance of the Code of Business Conduct and Ethics. The company’s Ethics Office maintains a hot line available to all employees, customers and suppliers to facilitate confidential and anonymous reporting of any questionable activities. PERSONAL LOANS TO EXECUTIVE OFFICERS AND DIRECTORS Solectron does not provide personal loans or extend credit to any executive officer or director.