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Corporate Social Responsibility: SunPower

Powering A Brighter Tomorrow

Table of Contents
Executive Summary_____________________________________________________2
Introduction of SunPower______________________________________________3
History

Current Status of SunPower in General 8


Corporate Social Responsibility of SunPower_________________________9
Global Impact Programs

10

Measuring our Impact: Sustainability Report in CSR_______________11


Corporate Governance Principles

12

Conclusions and Recommendations

13

Employee Awareness and Open Line Communication 14


Appendix 14

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Corporate Social Responsibility: SunPower


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Executive Summary
The information presented in this report spans from the historic moments up to
current status of SunPower. It covers all wholly owned SunPower operations as
well as joint ventures but excludes contract manufacturing as well as engineering,
procurement and construction (EPC) activities.
SunPowers Corporate Social Responsibility information includes data gathered
that represent the majority of the environmental operations. Which also includes
the outline of key sustainability achievements and goals.
Collectively, this report conveys the SunPower sustainability
demonstrates their share in saving the world through solar panels.

story

and

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Corporate Social Responsibility: SunPower


Powering A Brighter Tomorrow

About SunPower
For almost 30 years, SunPower has been leading the solar revolution by
developing world record-breaking technology, enabling consumers, businesses,
governments and utilities worldwide to harness the benefits of clean, abundant
power from the sun. Founded in 1985 and headquartered in San Jose, California,
the company operates in Africa, Asia, Australia, Europe, North America, and South
America. Since 2011, SunPower has been majority-owned by Total, the fifth largest
publicly-traded energy company in the world.
As a global solar energy solutions company and technology leader, they design,
manufacture and deliver high efficiency solar solutions for homes, businesses and
utilities. About approximately 6,320 talented SunPower team members across the
globe who feel compelled to make a difference.
They are driven to innovate, persevere, blaze new trails, deliver on their promises
get inspired by the shared vision of changing the way our world is powered and
take pride in honoring the commitment to operate with integrity.

What They Do
Changing the way our world is powered and empowering customers to realize the
potential of clean,
renewable solar energy. They provide cutting edge solar solutions to customers in
the residential, commercial and utility markets.
Through design, manufacturing, installation, as well as ongoing maintenance and
monitoring, SunPower provides its solar technology to customers around the
world.

How They Work


The Code of Business Conduct and Ethics Operating with integrity is one of the
core values. They believe in doing the right thing and keeping promises.
The Code of Business Conduct and Ethics establishes their guiding principles and
requires all of directors, officers and employees to act with the highest integrity
ethical standards and in compliance
with all applicable laws.

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History of SunPower
SunPower has been developing record-breaking solar technology since the
1970s. Its history over these decades has been marked by creativity,
craftsmanship and confidence.
1970s
The record of solar innovation began nearly four decades ago, when co-founder,
Dr. Richard Swanson, was pondering ways to deal with the oil crisis. At that time,
solar cells were being used on satellites, a concept he found intriguing. His
engineering challenge was to figure out how to make the cells more costeffective. So he began a quest that, almost 40 years later, has helped position
SunPower as a leader in residential, commercial and utility-scale solar power
production.

1980s
By 1985, Dr. Swanson had been awarded grants from the Electric Power Research
Institute and the U.S. Department of Energy to support his solar power
explorations. With the help of these funds as well as financial support from two
venture capital firms SunPower was officially incorporated in April 1985.

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1990s
In the 1990s, SunPower received initial funding from Associate Venture Investors
and Technology Funding and an R&D contract from EPRI and US DOE. SunPower
solar technology was used to power some of the most innovative applications for
solar power race cars and airplanes.
1990
SunPower receives initial funding from Associate Venture Investors and an R&D
contract from EPRI and the U.S. Department of Energy.
1993
SunPower all-back contact, high efficiency solar cells power a Honda car to victory
in a car race across Australia, beating second place winner by one full day.
1997
SunPower high efficiency solar cells power NASAs Pathfinder, an unmanned,
remotely piloted, solar-powered, high altitude aircraft.

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2000s
This decade was filled with many accomplishments and milestones for SunPower.
The company became publicly listed on the NASDAQ with CEO Tom Werner taking
the company to new levels. SunPower set new world records in solar cell
efficiency.
2001
Our world-record efficiency A-300 solar cells power NASAs Helios project,
achieving a record altitude of 96,863 feet.
2002 - 2005
A successful Initial Public Offering fuels new growth and a solidified position in the
solar market.
2007 - 2009

SunPower begins volume production of its record breaking high efficiency


solar cell, averaging 22.4% conversion efficiency.

SunPower acquires PowerLight, resulting in a vertically integrated company


serving the residential, commercial and utility-scale power plant markets.

A second manufacturing facility (Fab 2) with 330 MW capacity rating on 10


lines, comes online in the Philippines.

President Obama dedicates a 25 MW SunPower solar power plant system at


Florida Power & Lights Desoto installation.
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PlanetSolar chooses SunPower high-efficiency solar cells to power the


world's largest solar catamaran.

2010 - 2015
Through constant innovation and new partnerships, SunPower reaches new
heights to become a global leader in the solar industry.

Total SA and SunPower partner to create a new global leader in the solar
industry.

SunPower Maxeon solar cell technology powers Solar Impulse, a


prototype solar airplane, that for the first time in aviation history succeeds
in flying for 26 consecutive hours powered only by solar energy.

SunPower launches the C7 Tracker which concentrates the sun's power


seven times to achieve the lowest levelized cost of electricity (LCOE) for
utility-scale solar power plants.

SunPower announces acquisition of Greenbotics, Inc. to offer robotic solar


panel cleaning products and services for large-scale solar power plants.

SunPower achieves production milestone, manufacturing its one-billionth


solar cell.

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SunPower solar panels awarded Cradle to Cradle Certification for


sustainable manufacturing processes. The first and only solar company to
achieve this recognition.

First Solar and SunPower announce public filing of registration statement


for proposed initial public offering of a YieldCo.

The Ideal Energy Partner

For 30 years, SunPower has led the way with record-setting technologies and
innovative solar solutions, and our cutting-edge approach to sustainability is
renowned for its positive impact on the environment and our communities.
Innovative Solutions

SunPower innovates relentlessly to deliver the most advanced products and


solutions, custom financing options and progressive sustainability practices. And
our fully-integrated approach to systems, storage and software is fundamentally
changing the future of energy.
Long-Term Value

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From the moment it's switched on, a SunPower system generates more energy
than conventional panels, and keeps providing value when other brands fade.
The panels are backed by the best 25-year Power and Product Warranty
anywhere. SunPower is the intelligent energy investment.

Corporate Social Responsibility of SunPower

I. ETHICAL These programs are embedded in the heart of SunPower.


Program 1: Leading Sustainability

Driven to make a positive impact in all we do. SunPower leads the way in
sustainability, garnering the only Cradle to Cradle designation in the entire
solar industry. And every day, we empower communities through solar education
programs and provide clean, affordable energy to those in need.
Program 2: The "Beneficial by Design" Philosophy

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SunPower has a closed-loop sustainability strategy that drives the business


practices at every stage of the product lifecycle and beyond, extending to
employees and communities around the world.

Program 3: ALL
ENVIRONMENT

ABOUT

PLAYING

AN

IMPORTANT

ROLE

IN

OUR

Certified environmentally-friendly
SunPower is the worlds first and only solar company to earn the prestigious
Cradle to Cradle CertifiedTM Silver designation for our direct current (DC) panels
manufactured facilities in Mexico, France and the Philippines for our
environmental stewardship and sustainable manufacturing practices within the
facilities.
Building solar and regenerating land
SunPower's Light on Land program was created for our solar power plant
development projects where on disturbed lands, restore native habitats, minimize
disruptions, and act as good neighbors to the surrounding communities.
Creating a Circular Economy

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The worlds first and only solar company to join CE100 to help transition towards a
more regenerative circular economy a framework for the reuse of financial,
manufactured, human, social or natural materials.
Organizations earn more LEED Points
SunPower helps builders and businesses earn additional LEED points because the
panels are Cradle to Cradle CertifiedTM Silver, and the packaging materials are
recyclable or reusable, reducing construction waste.

CSR Philanthropic Activities:


Solar Suitcase Journey: Bundling for Social Good
In the next phase of the solar suitcase journey, over 60 employees shared their
time and effort in assembling more than 50 suitcases as part of the We Share
Solar suitcase bundling event on July 22. The solar suitcases will provide
electricity for lighting, mobile communication devices and other education-based
multimedia devices in off-grid areas in Mindanao. Aside from SunPower
employees, volunteers from the Philippine Marines also joined the bundling event.
Through the suitcase bundling program component of We Share Solar, SunPower
employees had an opportunity to take part in the We Share Solar program
through the assembly of solar suitcases giving them a first-hand experience on
the advocacy that the company is promoting through its Corporate Social
Responsibility arm.
In addition to the participation of the Philippine Marines, Mr. Jimmy Ayala, the
founder and President of Solar Energy Foundation, and Marissa Yao, SunPowers
Director for Supply Chain Sustainability, joined the bundling event.

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We at SunPower dream of a better Philippines, and this should start from


ourselves, concluded Chan. Change is very much possible through contributions
of our employee volunteers, whether its through a donation or volunteerism
hours. We also believe that employee volunteerism should not only be alive
during disaster and calamities. Instead, it should always be a part of our everyday
consciousness."
Do the Right Thing Philippines traditional Brigada Eskwela caravan
helps local public schools
We Share Solar is a program that energizes remote, off-grid public schools
through the installation of solar suitcases that uses solar photovoltaic technology.
The program is a tri-partite partnership between SunPower, Solar Energy
Foundation and We Care Solar Foundation.
Through the years, the Brigada Eskwela effort has evolved from a weeklong
cleanup and beautification exercise to a celebration of solidarity among
students, teachers, school officials, parents, community members, local
government officials, non-government organizations and the private sector. It
has become one of Department of Educations major initiatives in enjoining
stakeholders to respond to the needs of public schools and be part of a
nationwide effort towards improving basic public education in the Philippines.
SunPower and the Spirit of Bayanihan
In line with the Brigada Eskwela initiative of the Department of Education,
SunPower Philippines, together with the local government and Department of
Education officials of Barangay Bagong Silang, Ulango and Loma, executed its
Brigada Eskwela Caravan from June 4 through 10 covering three schools and
mobilizing a total of 295 employee volunteers.

Measuring our Impact: Sustainability Report in CSR


Empowering those in need

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Sponsored 3S (Solar Service Station), a social


business which provides rechargeable solar
lanterns,
training
and
livelihoods
to
underserved communities in the Philippines.
Individuals not only have safe and reliable
lighting, but also jobs managing the station
and lantern rentals.

Results so far:
700 lanterns on rotation to 300 families
Nine people trained and employed to manage the day-to-day operations,
In less than one year, with full utilization of the 3S station and no loss of
lanterns, they were able to launch a second station in Smokey Mountain.
People can now read, sew and work in a way that would have otherwise
been impossible, day or night.
Families are no longer reliant on hazardous and costly candles and
kerosene lamps for energy and light.
Connecting energy and education
Partnered with We Care Solar to provide science
and technology education while building solar
suitcases that are donated to schools, orphanages,
and relief camps who need reliable electricity.

II. CORPORATE GOVERNANCE PRINCIPLES

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Being a responsible corporate citizen requires strong, effective corporate


governance. They owe it to shareholders, customers, employees and communities
to maintain strong policies and procedures that ensure that they are always
conducting business in an ethical, fair and lawful manner.
SunPowers corporate governance is led by Nine-member board of directors:

3 independent directors
5 Total-nominated directors
1 Chairman of the BoardSunPower President and CEO, Tom Werner

Along with its other responsibilities, the board and its various committees are
tasked with reviewing and ensuring compliance with the SunPower Code of
Business Conduct and Ethics, as well as serving as a check against any conflicts
of interest.
Sustainability Engagement
The sustainability commitment is reflected at every level of the SunPower
organization. Its part of the collective mindset and helps guide how they work
and make decisions.
Leading the development and implementation of our sustainability strategy is the
Corporate Social Responsibility (CSR) Council, which is composed of executives
from across the company. The council meets monthly and each members
performance goals are tied to the sustainability progress. The purpose of the CSR
Council is to define and sponsor programs that further the leadership in:

Corporate governance, ethics and citizenship


Human rights, labor, health and safety
Environmental preservation
Fair management systems

Efforts to increase the positive impact also thrive at the grassroots level.
Employee-run Green Teams develop and launch initiatives to bring the
environmental and social sides of the SunPower sustainability mission to life on a
daily basis.

Disclaimer: For full list of Corporate Governance Principles of SunPower, see


Appendix

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IV. GLOBAL EMPLOYEE AWARENESS AND OPEN LINE COMMUNICATION


In SunPower, they have a global employee Portal using SucessFactor as the
cloud-based database system. This system is a one-stop shop for all employee
life cycle events and references. We make sure that there is quick link in the
Employee Portal Home page that leads to the Business Ethics Hotline
information.
Please see below screens as reference.

This database system also includes a collaboration site where different groups
and pages can be created, and members can join this page. That page provides
up-to-date information, documents, reference materials as well as capability to
post, comment, like, share updates just like using Facebook social media! This
way, employees will have a better tool to open and share relevant information
across different countries, and different time zones. The world is now getting
smaller through technology!

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All SunPower employees also need to take mandatory online training, with
quizzes, certifications and deadlines to make sure that everyone is aware of the
policies on Business Ethics. Here is an example of a completed learning history.
All overdue courses will be sent to the management team as we adhere to 100%
training compliance. Employees and managers who do not take action in this will
be subjected to corresponding disciplinary actions as spelled out in the
companys Code of Ethics and the table for progressive Disciplinary Actions.

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Conclusions and Recommendations


As with many new technologies, it was the wealthy who could afford to take the
financial leap of faith into solar.
Image problem
This growing shift notwithstanding, solar still has an image problem. And as long
as that remains true, the policy-level support that has helped get solar where it is
today will be constantly challenged on equity grounds. For solar to gain
widespread acceptance as a public good worthy of ongoing national investment, it
needs to be seen not just through an environmental lens, but as a real-world
solution to real-world problems.
In the communities that Grid Alternatives works in, it starts with the math. Most of
the homeowners would never have considered solar, and yet they are people who
need the savings the most. According to data collected by the U.S. Department of
Health and Humans Services LIHEAP program, low-income folks spend on
average twice as much of their income on household energy bills as the rest of us,
and they are the most vulnerable to fluctuations in price.
CSR
This is a population that has an enormous need for solar technology and the
energy price stability it offers, but that, despite lowering costs, will not be able to
reap its benefits without some kind of outside help for the foreseeable future. If
we continue investing in this population at and above the level that we have been
both as an industry and a nation and show that solar works for low-income
communities, we can make the case that it works for anyone and everyone. Only
then can we truly begin to reap the environmental benefits that solar promises.
Many solar companies are already creating or expanding their Corporate Social
Responsibility (CSR) initiatives in this realm, recognizing that just being green is
not enough. Like any good CSR initiative, this kind of s philanthropy is a win for
everyone. In addition to bringing tangible relief to struggling communities, these
investments will help lift up solar as a viable, real-world solution to the problems
of rising energy costs and fossil fuel dependence, and create the political will to
support solar-friendly policies for everyone far into the future.
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Appendix

II. CODE OF BUSINESS CONDUCT AND ETHICS


Introduction
It is the general policy of SunPower Corporation (together with its
subsidiaries, the Company or SunPower) to conduct its business
activities and transactions with the highest level of integrity and ethical
standards and in accordance with all applicable laws. In carrying out this
policy, the Company has adopted the following Code of Business Conduct
and
Ethics
(the
Code).
All employees of the Company are required to certify to the Company on a
bi-annual basis that they have read, understand and agree to comply with
the terms of this Code. If you have any questions regarding this Code, you
should address these questions to the Companys Legal Department.
1. Compliance with Laws, Rules and Regulations
The Company complies with all applicable laws and regulations in the
conduct of its activities and expects its Company Related Personnel to do
the same. All Company Related Personnel must respect and obey the laws
of the cities, states and countries in which we operate. No employee, officer
or director of the Company shall commit an illegal or unethical act, or
instruct others to do so, for any reason. Company Related Personnel
located outside the United States must comply with the laws and
regulations of the United States, including the Foreign Corrupt Practices Act
and U.S. Export Control Act, in addition to local laws. Although not all
Company Related Personnel are expected to know the details of these laws,
it is important to know enough to determine when to seek advice from
supervisors, managers or other appropriate personnel.
2. Conflicts of Interest
It is the policy of the Company to avoid situations that create an actual or
potential conflict between a Company Related Person's personal interests and
the interests of the Company. A conflict of interest exists when a person's
loyalties or actions are divided between the interests of the Company and those

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of another, such as a competitor, supplier, customer or personal business. A


conflict of interest situation can arise when a Company Related Person takes
actions or has interests that may make it difficult to perform his or her Company
work objectively and effectively.
You should report actions that may involve a conflict of interest in writing to the
Legal Department or the SunPower Compliance and Ethics Helpline (Helpline).
3. Insider Trading
Possessing material non-public, Company information when trading in
securities, or providing a family member, friend or any other person with a
tip, is illegal. All non-public, company information should be considered
inside information and should never be used for personal gain. The
Company has adopted a policy prohibiting insider trading and tipping which
must be read and followed by all Company Related Personnel. You should
contact the Legal Department with any questions about your ability to buy
or sell securities.
4. Corporate Opportunities
Company Related Personnel are prohibited from taking for themselves personally
opportunities that are discovered through the use of Company property,
information or their position without the consent of the Audit Committee of the
Board.
5. Competition and Fair Dealing
We seek to outperform our competition fairly and honestly, never through
unethical or illegal business practices. Stealing proprietary information,
possessing trade secret information that was obtained without the owner's
consent or inducing such disclosures by past or present employees of other
companies is prohibited.
6. Equal Employment and Working Conditions
Each of us has a fundamental responsibility to show respect and consideration to
our fellow employees. The diversity of the Company's Related Personnel is a
tremendous asset for our competitiveness, attractiveness and ability to innovate
and adapt. We recruit personnel solely on the basis of our requirements and the
qualifications of individual applicants. We are firmly committed to providing equal
opportunity in all aspects of employment and will not tolerate any illegal
discrimination or harassment or any kind.

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7. Environment, Health and Safety


All Company Related Personnel have responsibility for maintaining a safe and
healthy workplace for all other Company Related Personnel by following all
applicable environmental and workplace safety and health laws, rules and best
practices and reporting accidents, injuries and unsafe equipment, practices or
conditions immediately.

8. Record Keeping
All of the Company's books, records, accounts and financial statements must be
maintained in reasonable detail, must appropriately reflect the Company's
transactions and must conform both to applicable legal requirements and to the
Company's system of internal controls. All Company business data, records and
reports must be prepared truthfully and accurately.
9. Confidentiality
Persons who come into possession of Company information must safeguard the
information from the public and not intentionally or inadvertently communicate it
to any person (including family members and friends) unless the person has a
need to know the information for legitimate, Company-related reasons. This duty
of confidentiality is important both as to the Company's competitive position and
with respect to the securities laws applicable to the Company as a public
company.
10. Protection and Proper Use of Company Assets and Intellectual
Property
No secret or unrecorded fund of Company assets or cash shall be established or
maintained for any purpose. Anyone spending or obligating Company funds
should be certain that the transaction is properly and appropriately documented
and that the Company receives appropriate value in return.
11. Payments to Government Personnel
Federal law and many state and local laws prohibit corporate contributions to
political parties or candidates. Company assets, facilities and resources may not
be used for political purposes except in accordance with the law and after
approval by the CEO, Vice President Market Strategy and Policy and the General
Counsel.

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12. Waivers and Amendments of the Code


Any waiver of this Code for executive officers or directors may be made only by
the Audit Committee, or a Board committee consisting only of independent
directors, and will be promptly disclosed as required by law or regulation.
13. Reporting Illegal or Unethical Conduct and Asking Questions About
the Code
Situations that may involve a violation of ethics, laws or this Code may not
always be clear and may require difficult judgment. Because the Code cannot
address every situation, Company Related Personnel should seek guidance
whenever unsure of the correct course of action in a business-related situation.
You are encouraged to contact your immediate supervisor. Company Related
Personnel are responsible for being knowledgeable about the corporate policies
and ethical standards applicable to their activities and to comply with them fully.
Company Related Personnel also have a duty to report any suspected
misconduct.
The Helpline is available 24 hours a day, seven days a week. Reports may be
made in multiple languages, enabling Company Related Personnel to make oral
and/or written reports in their primary language. Company Related Personnel
who make reports to the Helpline will be issued a report pin number by the thirdparty administrator, which Company Related Personnel may use to anonymously
follow up and find out the status of their report.
14. Reporting Violations to a Governmental Agency
You have the right to:

Report possible violations of state or federal law or regulation to any


governmental entity or self-regulatory organization;

Cooperate voluntarily with, or respond to any inquiry from, any selfregulatory organization or any other federal, state or local regulatory
or law enforcement authority;

Make reports or disclosures to law enforcement or a regulatory


authority without prior notice to, or authorization from, the
Company; and

Respond truthfully to a valid subpoena.

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15. Non-Retaliation Policy


You have the right to not be retaliated against for reporting, either internally to
the Company or to any governmental entity or self-regulatory organization,
information which you reasonably believe relates to a possible violation of law. It
is a violation of federal law to retaliate against anyone who has reported
potential misconduct either internally or to any governmental entity or selfregulatory organization.
16. Cooperation in Investigations
Company Related Personnel are expected to cooperate fully with the Company
and any governmental or other authority in any investigation of alleged violation.
Failure of any Company Related Person to comply with such policies will result in
disciplinary action up to and including termination.

17. Compliance Procedures


We must all work to ensure prompt and consistent action against violations of
this Code.
18. Disclosures and Controls
All Company Related Personnel are responsible for full, fair, accurate, timely and
understandable disclosure in reports and documents that the Company files
with, or submits to, the U.S. Securities and Exchange Commission and in other
public communications made by the Company.
19. Accountability for Adherence to this Code of Business Conduct and
Ethics
The Companys General Counsel and the Companys Senior Director,
Internal Audit share overall day-to-day responsibility for the oversight and
management of the Code. The General Counsel and Senior Director,
Internal Audit shall report directly to the Chief Executive Officer and the
Audit Committee (i) at least annually, regarding the implementation and
effectiveness of the Code and (ii) promptly on any matter involving criminal
conduct or potential criminal conduct.

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20. Compliance with Antitrust Laws


The antitrust laws prohibit agreements among competitors on such matters
as prices, terms of sale to customers and allocating markets or customers.
Antitrust laws can be very complex, and violations may subject the
Company and its employees to criminal sanctions, including fines, jail time
and civil liability. If you have any questions regarding the Companys
compliance with antitrust laws, please consult the Legal Department.

III. CORPORATE GOVERNANCE PRINCIPLES


These principles have been adopted by the Board of Directors (the Board) of
SunPower Corporation (the Company) for the purpose of establishing the
corporate governance policies pursuant to which the Board intends to conduct its
oversight of the business of the Company in accordance with its fiduciary
responsibilities.
1. Role of the Board
The primary role of the Board at the Company is to oversee management by
monitoring the performance of the chief executive officer (the CEO) and other
senior management and to ensure that the best interests of shareholders are
being served.
2. Selection of Chair of the Board and CEO
The Board shall fill the Chair of the Board and CEO positions based upon the
Boards view of what is in the best interests of the Company at any point in time.

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3. Lead Independent Director


So long as the positions of Chair of the Board and CEO are held by the same
person, then in order to facilitate communication between management and the
independent Directors, the Board should elect a Lead Independent Director. The
principal responsibilities of the Lead Independent Director are to consult with the
CEO and Chair of the Board regarding the agenda for meetings of the Board,
facilitate meetings of independent Directors, communicate with the Chair, act as
principal liaison between the independent Directors and the Chair on sensitive
issues and raise issues with management on behalf of the independent Directors
when appropriate.
4. Committees
The Board has four standing committees:
the Audit Committee, the
Compensation Committee, the Finance Committee and the Nominating and
Corporate Governance Committee. The roles of the committees are described in
their respective charters.
5. Assignment and Rotation of Committee Members
Committees should be appointed (or re-appointed), and chairs of each
committee designated, by the full Board, annually upon recommendation by the
Nominating and Corporate Governance Committee. Composition of the
committees of the Board should be reviewed each year to make certain that
these committees are operating effectively and have appropriate representation.
6. Frequency and Length of Committee Meetings
Each committee chair, in consultation with committee members, will determine
the frequency and length of committee meetings, considering all relevant factors
such as the committees mandate, nature of current committee business to be
discussed and the like.
7. Committee Charters and Agendas
Each of the four standing committees shall have its own charter, which will set
forth the principles, policies, objectives and responsibilities of the committee.
Annually, each committee should review the existing committee charter and
determine whether any amendments are required.

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8. Code of Conduct, Conflicts of Interests, Related Party Transactions


and Complaints Process
The Audit Committee shall review the Companys Code of Business Conduct and
Ethics and recommend changes and amendments to the full Board for approval.
The Audit Committee shall also oversee compliance with the Code of Business
Conduct and Ethics and consider questions of actual and potential conflicts of
interest (including corporate opportunities) of Board members and corporate
officers, and approve or prohibit any involvement of such persons in such
matters.
9. Board Meetings and Agenda Items
10. Board Materials Distributed in Advance
11. Board Attendance and Discussions
12. Regular Attendance of Non-Directors at Board Meetings
13. Meetings of Independent Directors and with Outside Auditors
14. Board Access to Company Employees
15.
16.
17.
18.
19.
20.

Board Compensation Review


Size of the Board
Composition of Board
Board Definition of Independence for Directors
Board Membership Criteria and Selection
Director Time Commitment Considerations

Any Director who also serves as the CEO of the Company shall not serve on more
than two other
public company boards of directors absent the consent of the Nominating and
Corporate
Governance Committee.
21.
Notifying a Director of Non-Inclusion on a Proposed Slate of
Directors
22. Assessing the Boards Performance
23. Term Limits
24. Directors Whose Responsibilities Change
25. Director Orientation and Continuing Education
26.
Formal Evaluation and Compensation of the CEO and Other
Executive Officers

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Corporate Social Responsibility: SunPower


Powering A Brighter Tomorrow

27.
28.
29.
30.
31.

Stock Ownership Guidelines for Executive Officers and Directors


Succession Planning
Management Development
Board Interaction with Investors, Press, Customers, etc.
Oversight and Periodic Review of Corporate Governance Principles

The Nominating and Corporate should oversee compliance with these Corporate
Governance Principles, report on such compliance to the Board and review and
consider any requests for waivers thereof for directors and executive officers and
make a recommendation to the Board.

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