The Company’s Code of Business Conduct and Ethics, which is embodied in the following standards, is a guide to ethical decision-making. We are committed to uncompromising integrity in all that we do and how we relate to each other and to persons outside the Company. While the standards in the Code are mainly based on laws to which we are all subject, in some cases they go beyond legal obligations. In this respect, the Code reflects the values that define the Company and the principle that we must strive to avoid any circumstances that may give rise to even an appearance of impropriety. The standards in this Code may be further explained or implemented through policy memoranda or other compliance manuals, including those relating to specific areas of our business. This Code and related memoranda and manuals are available on our intranet, as well as in our Human Resources and Legal Departments.
Each of us is personally responsible for making sure that our business decisions and actions comply at all times with the letter and spirit of this Code. Given the pace of changes in our industry, no set of standards should be considered the final word in all circumstances. When you have doubts about the application of a standard or where we have not addressed a situation that presents an ethical issue, you should seek guidance from your immediate supervisor or from the Legal Department. In addition, each of us has a duty to report behavior on the part of others that appears to violate this Code or any other compliance policy or procedure of the Company.
All supervisory and management personnel, including all officers and directors of the Company, have a special responsibility to lead according to the standards in this Code, in both words and action. Our supervisory and management personnel are also expected to adhere to and promote our “open door” policy. This means that they are available to anyone with ethical concerns, questions or complaints. We also maintain a confidential “hot line” that you can call in those circumstances, the details of which are set out at the end of this Code. Concerns may also be raised with the Company’s “lead” outside director, whose contact details are also set out at the end of this Code. All concerns, questions and complaints will be taken seriously and handled promptly, confidentially and professionally. No retaliation will be taken against any employee for raising any concern, question or complaint in good faith.
The following standards of conduct will be enforced at all organizational levels. Anyone who violates them will be subject to prompt disciplinary action, including dismissal for cause.
It is the Company’s policy to be a good “corporate citizen.” Wherever we do business, employees of the Company are required to comply with all applicable laws, rules and regulations. Employees are also responsible for complying with requirements of contracts that we have entered into with other parties, such as intellectual property licenses, confidentiality agreements, leases, etc. The standards in this Code must of course be interpreted in light of the law and practices of the countries where we operate, as well as good common sense. Reasons such as “everyone does it” or “it’s not illegal” are unacceptable as excuses for violating our Code. Any suspected or actual violation of any applicable law, rule or regulation or our contractual undertakings should be reported immediately to the employee’s immediate supervisor or the Legal Department.
A conflict of interest occurs whenever our private interests interfere with the interests of the Company as a whole. In order for the Company to carry out its business effectively, it must be assured of its employees’ loyalty. Employees must therefore refrain from entering into relationships that might impair their judgment as to what is best for the Company.You cannot avoid these standards by acting through someone else, such as a friend or family member.
There are many different ways in which conflicts of interest arise. For example, personal financial interests, obligations to another company or governmental entity or the desire to help a relative or friend are all factors that might divide our loyalties. To clarify what we mean, we have set out below our policies about the most common types of conflict of interest.
Employees who believe it is not possible to avoid a conflict of interest must bring this to the attention of, and make full written disclosure of the surrounding circumstances to, their immediate supervisor, who should in appropriate circumstances bring it to the attention of the Legal Department.
Employees may not appropriate to themselves, or to any other person or organization, the benefit of any business venture, opportunity or potential opportunity that they learn about in the course of their employment and that is in the Company’s line of business without first obtaining the Company’s consent. It is never permissible for employees to compete against the Company, either directly or indirectly. Employees, officers and directors owe a duty to the Company to advance its legitimate interests when the opportunity to do so arises.
In the course of their duties, employees may be exposed to information about the Company or other companies that is not available to the general public. The use of such nonpublic or “inside” information for securities trading purposes is strictly forbidden, whether by the employee or any of his or her family members or any other person to whom the employee may have communicated the information. It is not only unethical, but also illegal and could expose the employee to civil and criminal penalties.
Korean and U.S. laws prohibit anyone who possesses “material” non-public information about a company to trade its stock or other securities. “Material” information is usually defined as any information that might influence a reasonable investor to buy, sell or hold stock. Common examples include financial results, financial forecasts, possible mergers, acquisitions or divestitures, significant product developments and major changes in business direction. U.S. law also prohibits anyone who possesses material, non-public information from using it to tip anyone else who might trade on it.
Violation of the law may result in civil and criminal penalties, including fines or jail sentences. Employees who are uncertain about the legal rules governing purchases and sales of securities they wish to make should review the Company’s employee trading policies and, if questions persist, consult the Legal Department before trading. Any employee who engages in insider trading will be subject to immediate termination.
Information is a valuable corporate asset. All employees have a duty to safeguard confidential and proprietary information about the Company and information that our customers, content providers and suppliers have entrusted to us. Generally speaking, confidential and proprietary information is information that has not been disclosed to the general public or that gives our business an advantage over our competitors or could expose us to harm or liability if released prematurely or inappropriately. Common examples include formulas, patents, trademarks and trade secrets, as well as financial information, corporate strategy and information about relationships with our customers, content providers and suppliers. Employees who are unsure about whether information should be treated as confidential or proprietary must consult with their immediate supervisor or the Legal Department.
Employees must remain conscious at all times of their duty to protect confidential and proprietary information. For example, confidential or proprietary information should never be discussed in public places such as elevators, airplanes or restaurants. In no event should confidential or proprietary information be disclosed to third parties without the express consent of the Legal Department, unless this is otherwise legally required.
The duty to preserve the Company’s confidential and proprietary information is not limited to our employees’ period of employment, but continues even after they have left the Company.
The Company is committed to dealing fairly and honestly with its customers, content providers, suppliers, competitors and employees.
In most countries, there are laws that govern the ways in which the Company may compete. The purpose of these laws (sometimes known as “competition” or “antitrust” laws) is to prevent interference with a competitive market system. Under these laws, companies or individuals may not enter into formal or informal agreements with other companies or individuals or engage in certain other activities that unreasonably restrict competition. Illegal practices can include, among others, price fixing, allocating customers or territories or unlawfully abusing a dominant market position.
In contacts with competitors, employees are generally prohibited from discussing competitively sensitive information, such as pricing policies, contract terms, costs, inventories, marketing and product plans, market surveys and other proprietary or confidential information. Such discussions or any collaboration with a competitor about competitively sensitive matters can be illegal. While discussions of some sensitive information may, under certain circumstances, be permissible, no such discussions with competitors should take place without prior approval of the Legal Department. Employees are required to report promptly to the Legal Department any instance in which a competitor has raised any of these topics or otherwise suggested collaboration with respect to any of them.
The Company’s success requires a commitment on the part of all of its employees to the proper allocation and use of its assets, tangible and intangible. For these purposes, the Company’s assets include equipment, supplies, tools, inventory, funds, computer systems and equipment, computer software, computer data, vehicles, records or reports, nonpublic information, intellectual property or other sensitive information or materials and telephone, voice mail or e-mail communications, as well as Company funds in any form. We have a duty to protect the Company’s assets from loss, damage, misuse, theft or sabotage. We must also ensure the efficient use of the Company’s assets. The Company’s assets are to be used for business purposes only. Management must approve any use of Company assets or services that is not solely for the Company’s benefit.
Korean and U.S. laws require the Company to make sure that its books and records accurately and fairly represent transactions and dispositions of our assets in reasonable detail. In all of our operations, it is a violation of company policy, and possibly illegal, for any employee to cause our books and records to be inaccurate in any way. Employees must never create or participate in the creation of records that are misleading or artificial. Employees are expected to cooperate fully with our internal and independent auditors. In particular, the following requirements must be strictly respected by all employees.
The Company is owned by the public and its shares are listed for trading on KOSDAQ. As a result, the Company is obligated to make various disclosures to the public. The Company is committed to full compliance with all requirements applicable to its public disclosures. The Company has implemented disclosure controls and procedures to assure that its public disclosures are timely, compliant and otherwise full, fair, accurate and understandable.
All employees responsible for the preparation of the Company’s public disclosures, or who provide information as part of that process, have a responsibility to assure that such disclosures and information are complete, accurate and in compliance with the Company’s disclosure controls and procedures.
The Company is committed to providing a work environment that is free from any form of discrimination on the basis of race, ethnicity, gender, creed, religion, age, disability or sexual preference. It is our policy to provide equal opportunity to all employees with regard to hiring, pay rates, training and development, promoions and other terms of employment. Employment decisions will comply with all applicable employment laws.
The Company will not tolerate harassment, including sexual harassment, in any form. This includes verbal or physical conduct that demeans or threatens any employee, creates a hostile work environment, unreasonably interferes with an individual’s work performance or otherwise adversely affects an individual’s employment.
Practices that are considered acceptable in the commercial business environment, such as providing meals, transportation, entertainment or other things of value, may violate certain domestic or foreign laws when we are dealing with governmental agents. Employees must not give anything of value to governmental agents if this could be interpreted as an attempt to curry favor on behalf of the Company. Consult the Legal Department if there is any uncertainty about permitted interactions with governmental agents.
Commercial bribery of any nature is a violation of Company policy and is illegal under Korean and U.S. laws. Employees are strictly prohibited from offering any form of bribe, kickback or inducement to any person.
회사는 여하한 정부의 조사에 전적으로 협조할 것입니다. 회사의 사업운영 또는 관행(자신의 책임범위를 벗어난 사안의 경우 포함)에 대한 정부조사 또는 질의가 임박하였거나 또는 고려 중이라고 합리적으로 생각하는 직원, 이사 또는 임원은 이를 HR팀에 통지하여야 하며 그 근거를 제시하여야 합니다. 세무감사 및 환경조사와 같은 일상적인 정부와의 관계는 본 기준에 포함되지 않습니다. 회사는 이해관계의 충돌을 유발하지 아니하고 회사와 회사의 직원, 이사 또는 임원 양측의 이해관계 모두를 항상 보호할 수는 없습니다. 이 경우, 직원, 이사 또는 임원은 자신의 법률고문을 따로 둘 수 있습니다. 회사가 개인적인 법률비용을 지급할 것인지 여부는 법적인 제한 또는 기타 제한 및 사안의 사실관계 또는 정황에 따라 결정됩니다.
The Company will cooperate fully with any governmental investigation. Any employee who reasonably believes that a government investigation or inquiry may be threatened or under consideration with respect to any of the Company’s operations or practices (including any outside such employee’s scope of responsibilities) should so notify the Legal Department and provide the basis for such belief. Routine dealings with the government, such as our tax audits and environmental inspections, are not covered by this standard.
The Company may not always be able to protect both its own interests and those of an employee, without giving rise to a conflict of interest. In that case, the employee may need his or her own counsel. Whether the Company can pay for the employee’s legal expenses will depend on legal or other restrictions and the facts and circumstances of the matter.
The Company will conduct periodic audits of compliance with this Code. Allegations of potential wrongdoing will be investigated by the proper corporate or departmental personnel and, upon the advice of the Legal Department, will be reported to the Board of Directors (or an appropriate committee thereof) and to the relevant authorities. Knowingly false accusations of misconduct will be subject to disciplinary action. All employees are required to cooperate fully with any internal or external investigation. Employees must also maintain the confidentiality of any investigation and related documentation, unless specifically authorized by the Legal Department to disclose such information.
Appropriate disciplinary penalties for violations of this Code may include counseling, reprimands, warnings, suspensions with or without pay, demotions, salary reductions, dismissals and restitution. Disciplinary action may also extend to a violator’s supervisor insofar as the Company determines that the violation involved the participation of the supervisor or reflected the supervisor’s lack of diligence in causing compliance with this Code. Any person who takes any action whatsoever in retaliation against any employee who has in good faith raised any question or concern about compliance with this Code will be subject to serious sanctions, which may include dismissal for cause.
Employees are reminded that the Company’s document retention policies strictly prohibit the destruction or alteration of documentation undertaken with the intent to obstruct any pending or threatened investigation or proceeding of any nature or in contemplation of a proceeding.
Employees who have questions about this Code of Business Conduct and Ethics should turn to their immediate supervisors in the first instance. The Company’s “open door” policy gives employees the freedom to approach any member of management with ethical questions or concerns without fear of retaliation. The Company has also established a hot line, which can be accessed by telephone and e-mail. Employees who use the hot line are guaranteed confidential treatment. All employee communications made in good faith will be treated promptly and professionally and without risk of retribution whatsoever.
Hotline : Hotline
e-mail: daum_hotline@daumcorp.com
Telephone : 82-2-6718-1272
