Codes of Ethics

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Directors

First Echelon Supervisors and Executives

Codes of Ethics for Directors

Established on December 20, 2005
Amended on August 03, 2020

Chapter 1 General Provisions
Article 1
This Code has been especially formulated for Directors to promote honest and ethical conduct and to establish sound corporate governance.

Chapter 2 Standards of Ethical Conduct

Article 2
When performing their duties, Directors shall comply with the following basic principles:
I. Safeguarding the rights and interests of shareholders.
II. Enhancing the authority of the Board of Directors.
III. Respecting the rights and interests of stakeholders.
IV. Improving information transparency.

Article 3
While performing their duties, Directors shall have the pursuit of the Company’s overall benefits as their objective, and must not harm the Company’s rights and interests for the benefit of a specific individual or specific group. Moreover, when performing their duties they shall treat all shareholders fairly.

Article 4
Directors shall exercise the due care of a good administrator, emphasize the principles of integrity and fairness, maintain a high degree of self-discipline and adhere to the law, the Company's Articles of Incorporation and the resolutions of the Shareholders' Meeting.

Article 5
Directors shall faithfully perform their duties for the best interests of all shareholders. In the event that their own personal interests conflict with the interests of the Company, they shall give priority to interests of the Company, and shall avoid using their authority to enable the following personnel or enterprises to receive improper benefits:
I. The person him/herself, his/her spouse, parents, children or relatives within the third degrees of relationship
II. Enterprises in which the persons in the preceding paragraph who directly or indirectly enjoy significant financial interests.
III. Enterprises in which the person him/herself serves as Chairman, Executive Director or Senior Executive.
The Company shall pay particular attention to lending of funds, material asset transactions, purchase (sales) relationships, or the making of guarantees to the persons or enterprises listed in the preceding paragraph.

Article 6
To maintain the interests of the Company, Directors shall give priority to providing the Company any opportunity regarding procurement, supply, cooperation, strategic alliances, mergers and acquisitions or other business opportunities or profit-making opportunity of which they are aware due to performance of their duties, and must not take advantage of such opportunities to seek personal gains for themselves or the third party.

Article 7
If a Director engages in competition with the Company, he/she shall report to the Shareholders' Meeting in advance and obtain approval in accordance with Paragraph 1, Article 209 of the Company Act.

Article 8
Directors shall assume the obligation to maintain the confidentiality of the Company’s classified information except when disclosure is authorized or legally required, and must not use the aforementioned classified information to seek personal gain for themselves or the third party.

Article 9
Directors shall maintain the rights and interests of shareholders, and shall respect the rights and interests of stakeholders including banks with which the Company has business dealings, creditors, employees, consumers, suppliers, subsidiaries and communities.

Article 10
Directors shall comply with the laws concerning the prevention of insider trading and other securities laws concerning equity trading and handling of confidential business information. Directors who are in possession of material undisclosed information must not engage in trading of related securities.

Article 11
If any proposal at a Board Meeting involves a Director him/herself or the interested parties set forth in Articles 5 and 6 where there are concerns about impairing the interests of the Company, the Director shall immediately and voluntarily recuse him/herself, and take no part in voting, nor exercise the voting right as proxy for another Director.

Chapter 3 Supplementary Rules

Article 12
Natural persons appointed by juristic person directors to perform their duties shall comply with this Code.
The provisions of this Code shall apply mutatis mutandis to the juristic person directors represented.

Article 13
If a Director wishes to be exempted from the applicability of Article 5, he/she shall fully disclose, to the Board of Directors, the interest of persons or enterprises listed in Article 5 from each legal act, and the reasons why this is not detrimental to the Company and it conforms to regular business practice, and shall seek approval from the Board of Directors. However, if such an instance falls under the legal acts between a Director and the Company as stipulated in Article 223 of the Company Act, the convener of the Audit Committee shall serve as the representative of the Company.
If a Director wishes to be exempted from the applicability of Article 6, he/she shall explain, to the Board of Directors, the specific details of such opportunity and the reasons why there are no conflicts with or no effects on the interests of the Company, and shall seek approval from the Board of Directors.
Upon approval by a resolution of the Board of Directors of exemption from applicability as provided in the preceding two paragraphs, the Company shall immediately disclose information including the titles and names of the personnel exempted, the date when the exemption is approved by the Board of Directors, objections or reservations of Independent Directors, the term of exemption from applicability, the reasons for exemption from applicability, and the standard(s) for exemption from applicability on the Market Observation Post System.

Article 14
The Company shall disclose the Code it has adopted, as well as any amendments to it, on its corporate website, in its annual reports and prospectuses and on the Market Observation Post System.

Article 15
The Code, as well as any amendments to it shall enter into force after it has been adopted by the Board of Directors and reported to the Shareholders’ Meeting.