Compliance Code of Conduct

We, TODA KOGYO Group, engage businesses in the fields of information, environment and energy to serve solutions with materials, and aim to keep everlasting development of profitability. In such businesses, we shall behave in a socially responsible manner with observing laws, regulations and market practices, and shall maintain our dignity as a social entity with higher reliability and transparency.
In order to achieve these objectives, we have to establish a policy which is adequate as a member of a dynamic society. Therefore we hereby establish the Compliance Code of Conduct as below.

We will make an effort to conform to the following standards in order to establish mutual trust with every stakeholder such as:

With the Shareholders

1. Keep our shareholders’ profits in mind and provide them with reasonable results.
2. Pursue long-term and continuous increase of our corporate value.
3. Provide them with our company information actively in a proper and timely manner, in order to receive their adequate understanding and evaluation of our company.

With the Customers

1. Provide with products which have a sufficient value in all areas including price, quality, safety and environmental responsiveness.
2. Provide customers with proper information relevant to our products.
3. Respect the customers’ positions with preparing the framework to comply with laws and regulations including Anti-trust Act, as well as settling a fair deal.

With the Employees

Respect the character and individuality of employees, maintain a safe and good working environment for employees, and provide them with rewarding workplace while promoting the development and effective use of human resources.

With the Procurement Source

Procure the best and optimal material sources while establishing a fair and arm's-length relationship.

With the Community

1. As a responsible citizen, comply with laws and regulations and maintain social justice.
2. Give due consideration to the safety measures and natural environment.
3. Make effort to contribute our community with a consciousness that a company shall develop along with its belonging community.

With the Overseas interests

In our international business activities, comply with local laws, regulations and customs as well as any code of conduct accepted in the international transactions.

Officers and employees of TODA KOGYO Group will make every effort to observe the internal disciplines below in order to achieve the business operation with full compliance

1. Do not benefit officer or employee himself/herself nor a third party with harming the interests of TODA KOGYO Group.
2. Treat the properties of the company such as assets and information / telecommunications system with great care, and do not use them for the purpose other than proper business operations in charge.
3. Do not engage in any businesses other than those of TODA KOGYO Group, nor acquire any stocks of customers and any other companies capitalized by TODA KOGYO Group (including companies scheduled to be invested); provided, however, that this shall not apply when there is a prior written consent from the company.
4. Protect and manage strictly technical information, business information, intellectual property, know-how, trade secret and any other confidential information of the company, and do not use nor divulge such information without any good reasons.
5. Do not obtain intellectual property, trade secret and technical information of competitors and any other third parties by illicit means, nor trade such information in unfair manners.

We will observe laws and regulations, respect a fair social morality, and make every effort to restrain from antisocial behaviors and irrational practices as below

1. We never provide, ask, pay, or accept any bribe.
2. We never accept any gift, reward or entertainment which exceeds an ordinary social etiquette.
3. We never have relationships with any anti-social forces and their relevant people/entities, and never aid and foment their activities.
4. We will process all transactions with predetermined procedure, which will be properly recorded and subject to audit.
5. We will refuse any offer from our customers or any others in the same trade when such offer violates any laws and regulations.
6. Any officers or employees will honestly report all actual or suspected breaches of the laws and regulations immediately to Audit and Supervisory Committee Member or a Compliance Promotion Bureau.

We will make every effort to manage corporate information as follows

1. We disclose any information regarding financial condition and corporate activities timely and properly whenever it is needed.
2. We never provide with the information that leads to or provokes the suspicion of insider trading.
3. We strictly manage and control personal information as well as the information that suppliers, business partners or customers entrust to us.
4. We make every effort to manage all information and documents properly.

In order to achieve the business operation with full compliance, our officers and employees will keep in mind the following principles

Try to study and understand laws, regulations and internal rules those are related to the activities of TODA KOGYO Group.

• Not only comply with laws, regulations and internal rules but also put this code of conduct into practice with high degrees of morality.
• It is very difficult to understand all laws and regulations in detail, but try to study, at least laws and regulations applicable to the business activities in charge.

Manage all tangible and intangible properties of the company properly, and do not divulge any such properties outside. Do not destroy any important documents of the company inappropriately.

• Treat any company information as confidential. Company information includes management information, handouts for the board meeting, customer information, technical information, R & D information and patent information, but not limited to these examples.
• Conversation in public between officers/employees may leak company secrets to the people around unintentionally. Therefore pay great attention to the words and deeds in public.
• When someone unidentified tries to get company information, respond such query after the confirmation of appropriate person in the company.

Command yourself and do not mix business and private affairs (including but not limited to the misappropriation of budgets, abuse of position, etc.).

Return any company’s property when retiring from the company.

Never accept or exchange gifts among officers/employees which exceed an ordinary social etiquette.