CommScope ::: About Us/Investor Relations/Corporate Governance

Code of Ethics and Business Conduct | CommScope, Inc. Corporate Governance Guidelines | CommScope Code of Ethics for Principal Executive and Senior Financial and Accounting Officers, Amendment 2005 | CommScope Board and Committee Charters | Management Team |

Code of Ethics and Business Conduct

This summarizes CommScope’s commitment to ethical business conduct and practices. We accept nothing less than fair, honest and ethical conduct in our daily business activities. This standard is critical to our continued success. The “Guiding Principles” contained in this Code reflect CommScope’s core values and provide a framework for expected conduct on the part of all CommScope directors, officers, employees and representatives. Common sense and good judgment will help you make the right choice when facing most situations. When the right decision is not so clear-cut, then review the Code of Ethics and Business Conduct to help evaluate the situation. If you are still uncertain, you should seek advice before you act. In addition, your supervisor, manager, Facility Ethics Officer, and Corporate Ethics Officer are available to advise you. If you are uncomfortable going to these resources, we encourage you to call the CommScope CommAlert™. Please refer to the Code often. Our reputation for integrity is a valued asset of CommScope that must be preserved. We must all accept personal responsibility for keeping this reputation secure. I assure you that each member of CommScope's management team and Board of Directors is committed to the highest standard of ethical conduct and compliance in all business dealings. We are counting on each of you to demonstrate these same high standards.

Frank M. Drendel Chairman and Chief Executive Officer

This Code is subject to amendment and modification from time to time. It is not intended to confer any rights or remedies on any third parties.

CODE OF ETHICS AND BUSINESS CONDUCT, English
KODEX ETIKY A CHOVÁNÍ V ZAMĚSTNÁNÍ, Ceština, Code of Ethics, Czech
《职业道德与商业行为准则》, 汉语 , Code of Ethics, Chinese
ETHIK- UND GESCHÄFTSGEBARENKODEX, Deutsch, Code of Ethics, German
CODICE DI ETICA E CONDOTTA AZIENDALE, Italiano, Code of Ethics, Italian
CÓDIGO DE ÉTICA Y CONDUCTA COMERCIAL, Español, Code of Ethics, Spanish
CODE D’ETHIQUE ET DE CONDUITE DES AFFAIRES, Français, Code of Ethics, French
INFORMATIONS DE CONTACT, Français Annexe, Contact Information, French
CÓDIGO DE ÉTICA & CONDUTA DE NEGOCIOS,Português, Code of Conduct, Portuguese
COMERCIAL INFORMAÇÕES DE CONTATO,Português Apêndice, Contact Information, Portuguese

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CommScope, Inc. Corporate Governance Guidelines

The following Corporate Governance Guidelines (the “Guidelines”) have been adopted by the Board of Directors (the “Board”) of CommScope, Inc. (the “Company”) to assist the Board in the exercise of its responsibilities. These Guidelines are not intended to change or interpret any federal or state law, or the Company’s certificate of incorporation or by-laws. These Guidelines are subject to modification from time to time by the Board.

Corporate Governance Guideline

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CommScope Code of Ethics for Principal Executive and Senior Financial and Accounting Officers, Amendment 2005

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CommScope Board and Committee Charters

Nominating and Corporate Governance Committee Charter

Compensation Committee Charter

Audit Committe Charter

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Management Team

CommScope Executive Leadership and Board of Directors' Biographies

01/01/2010

Name and Title	Business Experience
Frank M. Drendel Chairman and Chief Executive Officer	Frank M. Drendel has been our Chairman and Chief Executive Officer since July 28, 1997 when we were spun-off (the Spin-off) from General Instrument Corporation (subsequently renamed General Semiconductor, Inc.) and became an independent company. Prior to that time, Mr. Drendel held various positions with CommScope, Inc. of North Carolina (CommScope NC), our wholly owned subsidiary since 1971. Mr. Drendel is a director of the National Cable & Telecommunications Association and was inducted into the Cable Television Hall of Fame in 2002. Mr. Drendel served as a director of Sprint Nextel Corporation from August 2005 to May 2008 and prior to August 2005 as a director of Nextel Communications, Inc.

Marvin S. Edwards, Jr. President and Chief Operating Officer	Marvin S. Edwards, Jr. has been our President and Chief Operating Officer since January 1, 2010. Mr. Edwards served as our Executive Vice President of Business Development and General Manager, Wireless Network Solutions since the closing of the Andrew acquisition. Prior to this role, he served as our Executive Vice President of Business Development and the Chairman of our wholly owned subsidiary, Connectivity Solutions Manufacturing, Inc. (CSMI), since April 2005. Mr. Edwards also served as President and Chief Executive Officer of OFS Fitel, LLC and OFS Brightwave, LLC, a joint venture between CommScope and The Furukawa Electric Co. Mr. Edwards has also served in various capacities with Alcatel, including President of Alcatel North America Cable Systems and President of Radio Frequency Systems (RFS).

Jearld L. Leonhardt Executive Vice President and Chief Financial Officer	Jearld L. Leonhardt has been our Executive Vice President and Chief Financial Officer since 1999. Mr. Leonhardt served as our Executive Vice President, Finance and Administration from the Spin-off until 1999. Prior to that time, he held various positions with CommScope NC since 1970.

Randall W. Crenshaw Executive Vice President and Chief Supply Officer	Randall W. Crenshaw has been our Executive Vice President and Chief Supply Officer since January 1, 2010. Prior to this role, Mr. Crenshaw was Executive Vice President and General Manager, Enterprise since February 2004. From 2000 to 2004, he served as Executive Vice President, Procurement, and General Manager, Network Products Group of CommScope. Prior to that time, he held various positions with CommScope since 1985.

Edward A. Hally Executive Vice President and Chief Commercial Officer	Edward A. Hally has been our Executive Vice President and Chief Commercial Officer since January 1, 2010. Prior to this role, Mr. Hally was Executive Vice President and General Manager, Antenna, Cable and Cabinets Group since the closing of the Andrew acquisition. He was previously Executive Vice President and General Manager of the Carrier segment of CommScope since November 2004. From 2002 to November 2004, he served as Executive Vice President and General Manager, Wireless Products of CommScope. From 2001 to 2002, he served as Senior Vice President and General Manager for Inktomi Corporation, a global provider of information-retrieval solutions. From 1996 to 2001, he was Corporate Vice President and General Manager for Motorola GSM System Products Division, based in the United Kingdom.

Philip M. Armstrong, Jr. Senior Vice President, Corporate Finance	Philip M. Armstrong, Jr. has been our Senior Vice President, Corporate Finance since November 2009. Mr. Armstrong previously served as Vice President, Investor Relations and Corporate Communications since 2000. Prior to joining CommScope in 1997, he held various Treasury and Finance positions at Carolina Power & Light Company (now Progress Energy) from 1983 – 1997.

Mark A. Olson Senior Vice President and Controller	Mark A. Olson has been our Senior Vice President and Controller since November 2009. Mr. Olson served as Vice President and Controller for Andrew LLC since the closing of the Andrew acquisition. Prior to the acquisition, he was Vice President, Corporate Controller and Chief Accounting Officer of Andrew. Mr. Olson joined Andrew in 1993 as Group Controller, was named Corporate Controller in 1998, Vice President and Corporate Controller in 2000 and Chief Accounting Officer in 2003. Prior to joining Andrew, he was employed by Nortel and Johnson & Johnson.

Robert C. Suffern Senior Vice President and Chief Technology Officer	Robert C. Suffern has been our Senior Vice President and Chief Technology Officer since January 1, 2010. Mr. Suffern has served as Senior Vice President and General Manager, Radio Frequency Power Amplifiers since the closing of the Andrew acquisition. Mr. Suffern joined Andrew in September 2005 as Vice President and General Manager of Radio Frequency Power Amplifiers. Prior to joining Andrew, he was Senior Vice President of Engineering and Operations at Flarion Technologies, Inc. where he was responsible for product development, product and program management, and manufacturing of Flarion's mobile broadband wireless products. Mr. Suffern had previously held research and development as well as business development management roles at 3Com Corporation and was Engineering Director at U.S. Robotics. He holds a number of patents, including several for digital signal processing systems and routing and switching techniques.


Frank B. Wyatt, II Senior Vice President, General Counsel and Secretary	Frank B. Wyatt, II has been Senior Vice President, General Counsel and Secretary of CommScope since 2000. Prior to joining CommScope as General Counsel and Secretary in 1996, Mr. Wyatt was an attorney in private practice with Bell, Seltzer, Park & Gibson, P.A. (now Alston & Bird LLP). Mr. Wyatt is CommScopes Corporate Compliance and Ethics Officer.

Board of Directors

Boyd L. George Chairman of the Board and Chief Executive Officer Alex Lee, Inc.	Boyd L. George is Chairman of the Board and Chief Executive Officer of Alex Lee, Inc. (subsidiaries of Alex Lee, Inc. include: Merchants Distributors, Inc., a wholesale food distributor; Institution Food House, Inc., a foodservice distributor; and Lowes Food Stores, Inc., a retail operation). Mr. George has been Chairman and Chief Executive Officer of Alex Lee, Inc. since the company was founded in 1992 and served as President from 1992 to 1995. Mr. George joined a subsidiary of Alex Lee, Inc. in 1969 and has served, and continues to serve, in various positions, including Vice Chairman and Chief Executive Officer, for such subsidiary as well as for other subsidiaries.

George N. Hutton, Jr. Private Investor	George N. Hutton, Jr. is and has been a private investor for more than 15 years.

Katsuhiko (Kat) Okubo President and Founder, Okubo Technology Management Inc., and former telecommunications executive	Katsuhiko (Kat) Okubo is President and Founder, Okubo Technology Management Inc., a private consulting firm he founded in October 2004. He was an advisor to Furukawa Electric Co., Ltd. (Furukawa), a designer, manufacturer, and supplier of optical fiber and cables, from June 2004 until March 2005. From 1965 to 2004, Dr. Okubo held various positions with Furukawa in the areas of research and development, manufacturing and business development. From June 1999 until June 2004, Dr. Okubo served as a Corporate Director and a Corporate Senior/Executive Vice President of Furukawa, and was involved in the formation of OFS BrightWave, LLC, a joint venture between the Company and Furukawa formed to operate certain fiber optic cable and transmission fiber assets acquired from Lucent Technologies Inc. Dr. Okubo is also the author of a highly regarded Japanese textbook on optical fiber technologies.

Richard C. Smith Consultant and former executive of a broadband telecommunications manufacturer/distributor	Richard C. Smith has worked as a private consultant and former executive in the broadband industry since January 2005. From January 2000 to December 2004, Mr. Smith served as Corporate Vice President & Director of Business Development, Broadband Communications Section of Motorola, Inc., a global communications company providing seamless mobility products and solutions across broadband, embedded systems and wireless networks. From 1983 to 2000, Mr. Smith held various executive positions with General Instrument Corporation, including Executive Vice President from 1998 to 2000 and Vice President, Taxes and Corporate Treasurer from 1991 to 1997.

June E. Travis Officer of a non-profit organization and former cable television executive	June E. Travis has been Executive Vice President of the Binning Family Foundation, a non-profit organization dedicated to helping youth develop technology and leadership skills, since 2000. Ms. Travis served as Executive Vice President and Chief Operating Officer of the NCTA from 1994 to 1999. Prior to 1994, Ms. Travis served as the President and Chief Operating Officer of Rifkin & Associates, a Denver-based cable television operator. Ms. Travis serves on a number of non-profit boards of directors and was inducted into the Cable Television Hall of Fame in 2004.
James N. Whitson Private Investor *	James N. Whitson served, until March 2003, as a director of Sammons Enterprises, Inc. (SEI), a privately-owned company engaged in life insurance and equipment sales and rentals since 1973. Mr. Whitson served as Executive Vice President and Chief Operating Officer of SEI from 1989 until 1998, when he retired.

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