We shall conduct all company affairs in a fair and honest manner, and shall strive to foster a thoroughly ethical culture as a proud member of the Poongsan team.
We shall respect each of our colleagues and contribute to a work environment where ability and achievement are assenssed fairly.
We shall comply with relevant laws and regulation, and seek mutual development through fair and transparent transactions.
We shall pursue the benefits to share holders by achieving steady profits through efficient management.
We shall recognize, respect and redeem the wide range of social responsibilities we bear to the communities where we operate and where our customers live.
Based on the vision of leading development through creation of future values,
Poongsan Corporation desires to fulfil its social responsibilities by complying with relevant laws and regulations, respecting the order of free market, and pursuing the mutual prosperity of all involved through transparent and ethical corporate activities.
Thereby, this Code of Ethics is enacted as a standard for the behaviors of all officers and employees of the Company and all officers and employees of the Company affirm to comply with this Code.
※ 1. Responsibilities and Obligations of Officers and Employees
1-1 Basic code of ethics
(1) As proud member of the Company, officers and employees shall display kind manners and professional conducts.
(2) Through sound judgment and proper conducts based on highest ethical standard, officers and employees shall maintain personal dignity and honor of the Company.
(3) Officers and employees shall maximize the efficiency by active cooperation and effective communication between personnel and relevant departments.
(4) Officers and employees shall do their best to prevent an accident through safety management.
1-2 Ethical conducts in work place
(1) Officers and employees shall fully understand the responsibilities and authorities granted to them in accordance with the policies and regulations of the Company, conduct their given duties diligently, and shall bear responsibilities for the results of actions.
(2) Officers and employees shall strictly separate professional and personal matters and shall not provide or receive cash, goods, entertainment, or conveniences which may undermine the fairness.
(3) With respect to the works and personal lives, officers and employees shall not engage in unethical behaviors generally unacceptable in the society.
(4) Officers and employees shall not publically disclose or disclose to a third party confidential information of the Company, without a prior approval.
(5) Officers and employees shall protect the assets of the Company and shall not use the assets of the Company for personal benefits.
1-3 Ethical conducts among officers and employees
(1) Officers and employees shall not provide or receive improper request and shall not provide or receive any benefits related to improper request.
(2) Loaning money or providing guarantees among officers and employee is prohibited in principle.
(3) Officers and employees shall respect and treat one another with courtesy, and do their best for happy work life.
※ 2. Ethical Conducts of the Company toward Officers and Employees
2-1 The Company shall respect each one of officers and employees, provide fair evaluations based on merits and achievements and provide fair rewards.
2-2 The Company shall provide fair opportunities for personal and professional development of officers and employees and shall not discriminate the officers and employees on the basis of sex, education level or regional origin, etc.
2-3 The Company shall establish a system necessary for the professional growth of the officers and employees and shall operate and actively support such system.
※ 3. Fair Transactions and Competitions
3-1 All transactions of the Company shall be conducted based on free market principle with the guarantee of fair and equitable opportunities for participation, from mutual equal positions.
3-2 The Company shall not force unfair action or exert influence using a superior position in transaction.
3-3 The Company shall establish partnership relations based on trust and cooperation, jointly seek improvement in technology, and pursue mutual development, with its partner businesses.
※ 4. Ethical Conducts toward Customers
4-1 The Company and its officers and employees shall prioritize the customers in all management activities, respects the opinions of the customers and keep the promises with customers.
4-2 The Company and its officers and employees shall do their best for the creation of value for the customers by providing the best products and services satisfying the demands and expectations of the customers.
4-3 The Company and its officers and employees shall protect the profits and safety of the customers and shall not disclose or use for the non-authorized purposes the information related to the customer, without an approval of the customer.
※ 5. Responsibilities and Obligations toward Shareholders
5-1 The Company and its officers and employees shall respect the rights of shareholders and maximize the value for shareholders by achieving profits through efficient management.
5-2 The Company and its officers and employees shall build mutually trusting relationship with the shareholders by providing management information to the shareholders and investors in timely manner, in accordance with relevant laws, regulations, and procedures.
※ 6. Responsibilities toward Country and Society
6-1 The Company shall contribute to the economic development of the country by creating employments through steady growth and by providing quality goods and services.
6-2 As a member of the community, the Company shall perform its social responsibilities by actively participating in and assisting educational, cultural, welfare programs.
6-3 The Company shall comply with relevant laws and regulations, including those related to environmental protection, prevent pollution by environmentally friendly management, and actively participate in environmental preservation.
6-4 To fulfill the Company's social responsibilities, the Company's policy is to eliminate the use of conflict minerals(Tin, Tantalum, Tungsten, Gold) contained in our product that directly or indirectly finance or benefit armed groups in the Democratic Republic of the Congo and its adjoining countries.
1. This Code shall be effective as of February 1, 2007.
2. The ethics guideline for officers' and employees' compliance with this Code shall separately be enacted.
This Practical Guideline for Code of Ethics sets forth specific standards for the compliance of the Code of Ethics and the purpose of this Guideline is to establish ethical workplace practices and management.
※ Chapter 1 General
Article 1. Purpose
This Practical Guideline for Code of Ethics (this "Guideline") sets forth specific standards for the compliance of the Code of Ethics and the purpose of this Guideline is to establish ethical workplace practices and management.
Article 2. Applicability
This Guideline is applicable to the Company and the Company's officers and employees (individually, an "Employee" and collectively, the "Employees").
Article 3. Definitions
1. "Valuables" shall mean, collectively, cash, securities (including gift certificates and membership), and other valuables with economic value.
2. "Entertainment" shall mean an act of providing or receiving of meals, drinks, attendance at sporting events, entertainment or performance at the provider's costs or at the costs of the other party or a third party.
3. "Convenience" shall mean an act of providing or receiving transportation, accommodation, sightseeing, or assistance for the economic benefits.
4. "Interested Party" shall mean government officials, employees of public corporations and other public institutions, customers, counterparties, business partners, joint venture partners, representatives, agents and consultants whose rights or benefits can directly or indirectly be affected by the transaction.
5. "Customary Level" shall mean generally acceptable level which is understandable for reasonable person and a level at which the recipient may conduct transactions fairly without being obliged.
Article 4. Integrity Pledge
All Employees shall fully understand this Guideline and shall submit the Integrity Pledge (Form attached as Exhibit 1) once a year.
※ Chapter 2 Ethical Conducts
Article 5. Compliance with Anti-Bribery Laws
1. The Employees shall comply with all anti-bribery laws of Korea, including the Criminal Act, Illegal Request and Bribery Prohibition Act, Act on Combating Bribery of Foreign Public Officials in International Business Transactions.
2. The Employees shall comply with all foreign anti-bribery laws including the Foreign Corrupt Practices Act(U.S.A), UK Bribery Act 2010, and OECD Anti-Bribery Convention (collectively with the laws mentioned in Article 5.1 above, the "Anti-Bribery Laws").
Article 6. Prohibition on Provision of Bribery
1. The Employees shall not, directly or indirectly, provide, propose or promise the Valuables as briery for the purpose of exercising influence over the Interested Party or obtaining and maintaining improper business benefits.
2. The Employees shall not receive the Valuables from the Interested Party for any reason, in connection with the work, unless the exchange of the Valuables is with the Customary Level for maintenance of appropriate relationship. In such instance, the person who received the Valuables shall report to the Compliance Officer, Audit Department or Voluntary Compliance Director.
3. Provision of the Valuables for family occasions of the Interested Party (i.e., weddings, funerals, etc.) out of courtesy is allowed; provided that such provision of the Valuables shall be within the Customary Level.
4. The Employees may receive, within the Customary Level, the Valuables for family occasion; provided that receipt of any amount exceeding the Customary Level shall be deemed of the receipt of the Valuables in violation of this Guideline. However, if the Employees receive the Valuables from the Interested Party without knowing or against one's will, such officer or employee shall report to the Compliance Officer, Audit Department or Voluntary Compliance Director and shall follow the instruction.
Article 7. Restriction on Provision of Entertainment and Convenience
1. Providing the Valuable as bribery to the Interested Party in exchange for favorable treatment is not allowed. Nevertheless, providing certain Convenience during the course of business is allowed; provided that the following rules and procedures shall be followed for providing the Convenience:
① Convenience shall be provided in compliance with the upper limit and standards as set forth in each relevant country's laws, regulations, or the code of ethics for public officials;
② Convenience shall comply with local cultures and practices;
③ Convenience shall be provided at reasonable and appropriate level;
④ Convenience shall not be provided to particular Interested Party too frequently or repeatedly; and
⑤ the expenses for Convenience shall be supported by receipts, invoices, specifications, or other means and shall be accurately recorded in the books of the Company.
2. If the Employees receive the Entertainment such as meals from the Interested Party, such Entertainment shall be within the Customary Level as necessary for the formation of relationship.
3. The Employees shall not receive Convenience such as transportation or accommodation at the Interested Party's costs; provided that provision of Convenience at the Customary Level, such as transportation services provided to all attendees at an event hosted by the Interested Party shall exempted.
4. In case where the Employees, under extraordinary circumstances, receive Entertainment or Convenience in excess of the Customary Level, such officer or employee shall report to the Compliance Officer, Audit Department or Voluntary Compliance Director.
Article 8. Facilitation Payment
Facilitation Payment shall be prohibited on principle because such facilitation payment (i.e., charges for requesting expedited processing of general non-discretionary works of the government) are generally deemed as bribes in most countries.
Article 9. Contribution
1. Making of political contribution under the Company's name is prohibited.
2. Since the contribution to non-profit organizations can be used as a method of circumventing the anti-bribery laws or other laws, the following matters shall be confirmed:
① whether the non-profit organization is a valid organization;
② whether illegal bribery to government officials is disguised as contribution to non-profit organization; and
③ whether the contribution to non-profit organization is used as a way of funding illegal activities in violation of international or U.S. anti-money laundering laws.
Article 10. Prohibition on Financial Transactions
1. The Employees shall not engage in loan or guarantee transactions, or leasing/renting of real estate property for personal profit with the Interested Party. 2. Excessive loan or guarantee transactions among the Employees are prohibited.
Article 11. Conflict of Interest
1. The Employees shall not participate in the operations of a business with conflict of interest with the Company, or provide advices in conflict with the interests of the Company, without an approval of the Company.
2. The Employees shall not concurrently work for other company or engage in for-profit activities such as a side job, without an approval of the Company.
3. The Employees shall not directly or through a third party, engage in a transaction (supplying, providing services) with the Company.
4. The Employees shall not request or accept proposal of the employment at a business in competition with the Company, after resigning from the Company or similar promise.
Article 12. Compliance related to Interested Parties
1. The Employees of the Company shall explain the Company's anti-bribery policy to the Interested Party and ensure that the Interested Party complies with such policy.
2. In case where the Employees transact with the public officials or the officers and employees of public corporations through a third party such as an agent, the following verifications and due diligence procedures shall be conducted and the result thereof shall be recorded in writing and the records shall be kept:
① information regarding the person who recommended the third party, relationship with the public official, whether political contribution was made, and any history of the violations of the Anti-Bribery Laws; and
② the role of the third party, considerations to be paid for the services and whether such consideration is reasonable amount.
3. The Employees shall execute a written contract for any contract with a third party who transacts with the public officials or the officers and employees of public corporations and such contract shall stipulate the followings:
① the third party's obligation for the compliance with the Anti-Bribery Laws;
② the obligations and responsibilities of the third party (including the scope of service and conditions for fees); and
③ the Company's right to terminate the contract and seek indemnification from the third party if the third party violates the Anti-Bribery Laws and the anti-bribery provisions of the contract.
4. The Employees who is responsible for the contract with the third party shall periodically check the third party's compliance with the anti-bribery provision s of the contract and shall keep the records of such inspection.
Article 13. Responsibilities of Decision Making Persons
1. The Employees who are in a decision making roles shall conduct training and counseling time to time so that the Employees can fully understand the ethics policy of the Company and shall take reasonable preventative measures against any violation.
2. The Employees who has decision making authority is responsible for checking whether the decision of the Company violate the ethics policy of the Company.
※ Chapter 3 Protection of Assets and Confidentiality
Article 14. Use of Company's Assets
1. The tangible assets, technologies, know-hows, etc. of the Company shall only be used for the business purposes of the Company and shall not be used for personal benefits, assigned or loaned to a third party, without an approval of the Company.
2. The budget of the Company shall be used in accordance with the purposes and standards, and shall not be wasted or used for personal benefits.
Article 15. Prohibition on Internal Dealings and Confidentiality
1. The Employees shall not use for transactions related to securities or real estate's properties or provided to a third party, the information acquired on the job.
2. The Employees shall not disclose to public or a third party the confidential information of the Company, without a prior approval of the Company.
※ Chapter 4 Workplace Ethics
Article 16. Mutual Respect among Employees
1. The Employees shall increase efficiency through effective communication between the Employees, respect one another at the workplace and establish and maintain trusting environment.
2. The Employees shall not discriminate one another based on educational background, regional origins, family connections, or sex and shall not engage in an act which undermines trusting environment such as spreading of unfounded rumors.
3. The Employees shall not provide false report or intentionally omit important information for their and their departments' own benefits.
Article 17. Prohibition of Sexual Harassment
The Employees shall not engaging in sexually harassing acts such as sexual remarks or touching toward one another.
※ Chapter 5. Sanctions and Protection of Whistleblower
Article 1. Amendment
This Guideline shall be amended and be effective as February 1, 2007.
Article 2. Interpretation
The Audit Department shall be consulted for any questions regarding the interpretation of this Guideline or matters not defined in this Guideline and the Audit Department's interpretations and decisions shall prevail.
Article 1. Amendment
This Guideline shall be amended and be effective as November 1, 2015.
Article 2. Interpretation
The Compliance Officer shall be consulted for any questions regarding the interpretation of this Guideline or matters not defined in this Guideline and the Compliance Officer's interpretations and decisions shall prevail.