BREXA Group Code of Conduct (hereinafter referred to as the "Code") aims to establish the fundamental behavioral standards that the officers and employees (hereinafter referred to as "Officers and Employees") of the BREXA Group (hereinafter referred to as "Our Group", collectively or individually referring to each company within Our Group) should practice and adhere to by clarifying the principles and values that Our Group emphasizes in our business activities.
Chapter 1 Basic Stance
1 Compliance with Laws and Regulations
Our Group complies with all applicable laws and regulations in each country and region in which we conduct business activities, and acts with a sense of ethics that conforms to morals and other social norms. Officers and Employees of Our Group shall engage in business activities with this in mind, respect each other, and act in good faith and responsibility.
All officers and employees of the Group shall engage in business activities with this in mind, respect each other, and act with integrity and responsibility.
2 Respect for Human Rights
Our Group is committed to the human rights of all people, including internationally recognized human rights and share values that recognize each other. In addition, Our Group strives to eliminate all forms of unfair discrimination and create a safe and secure work environment for Officers and Employees and conducts activities to visualize and improve issues to realize respect for human rights, as well as employee education. Our Group shall also encourage our stakeholders to respect human rights, and we shall act in good faith to restore human right violation, in the event that such violation is discovered.
The Group will encourage its stakeholders to respect human rights, and will act in good faith to recover from any human rights violations that are discovered.
3 Respect for Diversity
Respect for diversity is the most important value for Our Group's sustainable growth.
Our Group does not tolerate any unfair discrimination on the ground of race, nationality, ethnicity, color, language, gender, sexual orientation, gender identity, ideology, creed, religion, educational background, family origin, family background, social status, disease, disability, marital status, pregnancy, genetic information, or any other reason.
Our Group aims to create a work environment in which the abilities and skills of each individual with a wide variety of values and ways of thinking are recognized and where each individual can make the most of them.
Our Group's Officers and Employees shall act with the recognition that what is normally practiced in one country, region, or cultural area may not be acceptable in another country, region, or cultural area, and shall actively understand and respect the cultural customs of other countries and regions as much as possible.
Chapter 2 Employment and Working Environment
1 Compliance with Labor-Related Laws and Regulations
Based on the recognition that human resources are an important management resource, Our Group complies with the Labor Standards Act, the Industrial Safety and Health Act, and other laborrelated laws and regulations, and strives to ensure a workplace environment where Officers and Employees can work safely and securely.
2 Appropriate Working Hours and Wages
Our Group shall ensure that our Officers and Employees are not allowed to work long hours or unpaid overtime work beyond the allowable limits stipulated by laws and regulations and shall provide regular education to Officers and Employees to prevent long working hours and comply with labor-related laws and regulations.
Our Group strives to ensure equal or balanced treatment in light of the nature of our duties and does not provide unreasonable differences in treatment or discriminate between fixed-term contract employees and part-timers and indefinite-term employees.
Through labor-management discussions, Our Group strives to ensure that Officers and Employees are satisfied with their treatment.
3 Maintaining an Appropriate Work Environment by Respecting Diversity
Our Group believes that respecting diverse values is indispensable for improving labor productivity and creating innovation. For this reason, Our Group respects the human rights and diversity of all Officers and Employees and aims to create a work environment where there is no unfair discrimination, where Officers and Employees communicate closely with each other and help each other.
In addition, Our Group strives to secure human resources with diverse values, regardless of nationality, race, gender, disability and considers the individual circumstances of such human resources. We shall strive to foster a workplace culture in which all Officers and Employees can work comfortably.
Our Group shall establish a fair personnel and compensation system and operate such system appropriately.
4 Prohibition of Child Labor and Forced Labor
Our Group shall not, for any reason, employ children under the minimum age for employment in international treaties or in any country and region in which we conduct business activities, or force any labor against the will of the worker.
5 Prohibition of Harassment
Our Group prohibits harassment that infringes on the dignity or personality of others. Our Group provides education and training on harassment to Officers and Employees to realize a safe and secure work environment free from harassment.
In order to realize a harassment-free workplace, Our Group's Officers and Employees shall respect each other and comply with labor-related laws and regulations and corporate rules.
6 Equal Opportunity and Prohibition of Discrimination in Employment
Our Group shall comply with relevant laws and regulations regarding recruitment standards and post-employment treatment, and shall not engage in any unfair treatment based on matters that are not based on nationality, race, gender, disability or other factors unrelated to the individual's legitimate evaluation. We shall ensure the soundness of employment and labor.
7 Right of Workers to Organize and Bargain Collectively
Our Group respects the right of Officers and Employees to form or participate in labor unions and respects the decision not to engage in such activities.
8 Initiatives for Human Resource Development and Career Development
Our Group believes that in order to achieve sustainable growth of Our Group, it is important to enhance the abilities of each and every Officer and Employee and maximize their abilities. Therefore, Our Group shall continue to take necessary measures to achieve this. Specifically, while respecting the appropriateness and autonomy of each Officer and Employee, Our Group shall develop human resources to maximize their abilities, assign the right people to the right positions, and support career development.
9 Promoting Work-Life Balance
Our Group shall create a comfortable working environment by separating work and leisure time. Our Group shall develop and expand systems that enable Officers and Employees to balance work and family life and work more flexibly according to their own circumstances, such as childcare,nursing care, or medical treatment, and shall realize a work environment that is easy for Officers and Employees to work in and is rewarding.
10 Health and Safety in the Workplace
Our Group shall establish a system to systematically promote occupational health measures, prevent occupational accidents, and ensure a workplace environment in which Officers and Employees can work in good health, safety, and security.
Chapter 3 Business Activities
1 Fair, Transparent, Free Competition and Appropriate Transactions
Recognizing that fair, transparent, and free competition is indispensable for the sustainable development of society and the economy, Our Group shall comply with all laws and regulations related to fair and free competition in order to grow sustainably as a member of society. Specifically,we shall not engage in any act that impedes fair, transparent, and free competition, such as unfair trade restrictions such as cartel or bid rigging, and unfair trade practices such as abuse of dominant bargaining position.
The Officers and Employees of Our Group shall comply with laws and regulations related to these regulations and shall promptly report and confirm with their superiors or the legal department if they suspect that they may violate these regulations.
2 Interaction with Stakeholders
Our Group has a social responsibility to a wide range of stakeholders, including shareholders, customers, suppliers, Officers and Employees, local communities, and government authorities. To fulfill this responsibility, we shall build a sustainable relationship of trust through fair information disclosure and continuous dialogue.
Through interactive communication with a wide ange of stakeholders, Our Group listens not only to the needs of our stakeholders but also to their values and opinions that differ from those of Our Group and strives to reflect them in our corporate activities.
3 Compliance with Local Laws and Regulations and Respect for Cultures and Customs
Our Group complies with the laws and regulations of each country and region in which we conduct business activities and understand and respect the cultures and customs of those countries and regions.
Our Group shall contribute to the development of each country and region in which we conduct business activities by taking into account the interests of various stakeholders and social issues.
4 Proper Contract
When concluding a contract, Our Group strives to conclude a clear contract after accurately identifying the risks and costs associated with the contract and following appropriate procedures, such as conducting a risk assessment with the cooperation of experts as necessary.
Our Group shall not enter into contracts that violate laws, regulations, or social norms.
Our Group faithfully and reliably fulfills our obligations stipulated in contracts with business partners.
5 Fair Procurement
Recognizing that the cooperation and support of suppliers is indispensable for Our Group's business activities we strive to maintain and build long-term relationships of trust with suppliers.
Our Group shall not engage in any act such as conspicuously lower the price when buying, unreasonable refusal of acceptance or delay in payment, which are prohibited by the Act against Delay in Payment of Subcontract Proceeds, Etc. to Subcontractors, nor such as abuse of a dominant bargaining position which violate the Act on Prohibition of Private Monopolization and Maintenance of Fair Trade. We do not demand for money, gifts, entertainment, or other benefits.
When selecting suppliers, Our Group conducts fair evaluations based on objective criteria such as price, quality, reliability, and delivery of the services they provide, and also takes into account the status of suppliers' efforts to comply with laws and regulations, respect for human rights, information security, environmental conservation, and other social responsibilities.
Our Group encourages suppliers to share the principles of this Code and to act in accordance with those principles.
6 Appropriate Display, Advertising, and Other Marketing (Prohibition of Misleading Perceptions of Superiority and Advantage)
Our Group shall comply with laws and regulations related to labeling, advertising, and other marketing, and shall not make false representations or advertisements, or make displays or advertisements that cause misunderstandings such as misperceptions of superiority or advantage or shall not engage in advertisements that defame others.
7 Healthy and Appropriate Entertainment and Gifts
Regardless of whether or not prohibited by law, Our Group shall not engage in entertainment or exchange of money, gifts, or other benefits beyond the socially appropriate range with customers, suppliers, and other business partners and shall treat customers and suppliers in a fair and equitable manner.
8 Appropriate Relationship with Politics and Government (Prohibition of Bribery)
Our Group maintains a sound, proper, and fair relationship with political and governmental entities, and is committed to the use of public officials (including employees of local governments and public institutions) in any country or region, regardless of whether or not prohibited by law. We shall not unfairly provide entertainment, money, gifts, or other benefits, or engage in any act that may cause suspicion of such conducts.
9 Severance of Relations with Anti-Social Forces and Groups
Our Group resolutely renounces and does not have any relationship with anti-social forces or groups (collective term for members of organized crime groups, associate members of organized crime groups, companies related to organized crime groups, organized crime group affiliates, corporate racketeers, crime groups specialized in intellectual crime, companies and organizations that intentionally conceal that they are organized crime groups, emerging organized crime groups, cybercrime groups, and other persons designated as anti-social forces by laws and government agencies).
Prior to a transaction, Our Group shall conduct a thorough investigation to determine whether the counterparties are associated with any anti-social forces or groups.
Our Group establishes a system in the event that an anti-social force or group requests a relationship or an unreasonable demand, and in the event that such a request is received, Our Group shall take a firm stance and, in cooperation with the police and other relevant agencies, shall resolutely reject their demands.
Officers and Employees of Our Group shall comply with laws and regulations regarding money laundering (transfer of criminal proceeds) and shall not be involved in money laundering.
10 Prevention of Fraud
Our Group has established a system to prevent the triangle of fraud ("Motive," "Opportunity," and "Justification").
Our Group shall not engage in fraudulent accounting or fraudulent settlement of accounts (fictitious sales, inflating or postponing expenses, falsifying receipts).
Our Group shall make appropriate use of public support and subsidies.
11 Ensuring the Safety and Quality of Services
Our Group discloses and provides appropriate information about our services so that consumers can make independent choices and decisions.
Our Group strives to achieve customer satisfaction and trust through the provision of socially useful and creative services, while fully considering the quality, reliability, and information security of the services we provide.
Our Group shall always be aware of equal relationships with stakeholders and provide services that take into consideration safety, reliability, and environmental conservation.
Our Group shall accurately identify the diversifying, complex and sophisticated needs of customers, and shall constantly work to create new value based on the know-how and experience we have cultivated so far and strive to solve customer issues with customer’s point of view.
Our Group responds promptly and in good faith to inquiries from customers, promptly improves our services when necessary, and reflects customer feedback in our services, such as taking measures to prevent recurrence through a thorough investigation of the cause, which will lead to further improvement in quality and the development of new services.
Chapter 4 Protection of Rights
1 Protection of Confidential Information
Our Group shall strictly manage information that we treat as confidential (including strategic information, financial information and intellectual property information, hereinafter collectively referred to as "Confidential Information"), as well as any Confidential Information entrusted or provided by third parties.
When acquiring Confidential Information of a third party, Our Group shall take appropriate measures, such as concluding a confidentiality agreement, and shall not acquire, use, or disclose such information if it is obtained by unauthorized means.
When disclosing Confidential Information to a third party, Our Group shall take appropriate protective measures, such as concluding a confidentiality agreement.
2 Protection of Personal Information
When collecting, storing, using, disclosing, modifying, or disposing of personal information, Our Group shall take security management measures and handle such information in compliance with the personal information protection laws and regulations (including applicable guidelines) of each country and region where Our Group operates.
Our Group shall not disclose information related to the privacy of individuals to third parties without the consent of the individual or a justifiable reason and shall maintain strict control over such information.
While ensuring the protection of personal information and utilizing data effectively, Our Group shall promote the transformation of business models and operations through the use of digital technology (so-called "DX") thereby we shall contribute to sustainable economic growth and the resolution of social issues.
3 Maintaining and Strengthening the Cyber Security System
Based on the recognition that cyber security is a risk factor that has a significant impact on business management, Our Group shall take measures to prevent information security incidents and establish a system to minimize damage in the event of an incident. Our Group's Officers and Employees shall strive to promote understanding of cybersecurity risks and to gather knowledge and acquire the skills necessary for early detection, response and recovery.
4 Management of Intellectual Property (Protection of the Company's Rights and the Rights of Third Parties)
Since Our Group's intellectual property (including patents, utility models, trademarks, designs, copyrights, trade secrets, IP addresses) is one of the most irreplaceable and most important business resources (sources of competitiveness), Our Group shall strive to appropriately protect intellectual property and to maintain and further enhance our value.
Our Group respects the intellectual property rights of third parties and will not unlawfully use or infringe on the intellectual property rights of third parties. Our Group shall always ensure that we do not infringe on the intellectual property rights of third parties in the course of our business and shall take appropriate measures to any risk of infringement of the intellectual property rights of third parties.
Chapter 5 Governance
1 Appropriate Decision-Making Process (Prohibition of Structural Conflicts of Interest)
Our Group's Officers and Employees shall make judgments and decisions in order to make the best choice for Our Group.
When making judgments and decisions made by Officers and Employees of Our Group, they shall consider their judgments and decisions from a fair and impartial perspective based on objective facts, ensure that their judgments and decisions are legal and legitimate, that there are no personal interests or conflicts of interest, and that they are within the scope of the authority granted to them. It must always be borne in mind that the decision must be made based on good faith and with the confidence that it is the best choice for Our Group. Our Group shall continue to develop the structures necessary for Officers and Employees to make judgments and decisions in accordance with these principles.
2 Proper Retention and Reporting of Records
In accordance with the Companies Act, Financial Instruments and Exchange Act, and other relevant laws and regulations, Our Group shall faithfully and accurately prepare financial records, such as accounting books and financial statements, that are required to be prepared under such laws and regulations. In addition, we shall create and appropriately manage not only records required by law, but also records, reports, and other original materials that form the basis of such records in a timely manner based on facts and without omissions.
3 Timely and Appropriate Information Disclosure
Our Group discloses information in a timely and appropriate, accurate and fair, and in a clear and understandable manner.
Our Group engages in constructive dialogue with shareholders and investors through investor relations (IR) activities and the General Meeting of Shareholders and strives to promote understanding of corporate activities by providing a wide range of important and reliable information to stakeholders, not limited to disclosures required by law.
4 Compliance with Tax and Accounting Standards
Our Group shall conduct financial and accounting procedures in accordance with tax laws and accounting standards applicable to our business activities and eliminates any fraudulent processes.
Our Group's Officers and Employees shall understand and comply with these laws, regulations and accounting standards.
Chapter 6 Ethical Conduct of Officers and Employees (Prohibition of Dishonest Conduct)
1 Prohibition of Personal Conflicts of Interest
Officers and Employees of Our Group shall act in the best interests of Our Group. In the event that a conflict of interest arises or is likely to occur in between Officers and Employees (including those who may have common interests with themselves) and Our Group, Officers and Employees shall promptly accurately report the details of the conflict and ask for an appropriate judgment to their supervisors or applicable approver in accordance with corporate rules. The conflict of interest referred herein includes conducting a business that competes with Our Group's business, assuming an officer of other company that competes with Our Group's business, or engaging in transactions with customers, suppliers, competitors that impair Our Group's independence in determining what is in the best interest of Our Group.
2 Complete Separation of Public and Private Affairs
Officers and Employees of Our Group shall strictly separate public and private affairs and shall not engage in any act unrelated to Our Group's business during working hours, except as individually permitted by each company of Our Group.
Our Group encourages Officers and Employees to voluntarily participate in activities aimed at revitalizing local communities, but Officers and Employees shall adhere to the principle of strict separation of public and private affairs, and when implementing such activities as Our Group's business activities, they shall accurately report the details of such activities to the applicable approvers in accordance with corporate policies and ask them to make an appropriate decision in advance.
3 Management of Company Assets (Preservation of Assets and Proper Use of Company Assets)
Our Group's assets (including not only tangible assets such as goods and equipment, but also intangible assets such as information) are only permitted to use for legitimate business purposes. Officers and Employees of Our Group shall use and manage Our Group's assets with due care and shall not pursue personal gain through the use of Our Group's assets.
4 Responding to Public Statements
When disseminating information about Our Group externally, Officers and Employees of Our Group must obtain the approval of their supervisor, Public Relations, IR or other applicable approver stipulated in corporate rules. In addition, even if it is a private time or place, when making statements related to Our Group (including statements in the media and posts on social media) , Officers and Employees of Our Group shall exercise due care regarding the expression and content and shall not refer to Confidential Information, and such statements shall be clearly identified as personal opinions and shall not create the impression that they represent the position or views of Our Group.
In the event that Officers and Employees of Our Group discover a negative statement for Our Group on social media, Our Group shall report to the department in charge of Public Relations, IR or the legal department, and shall not respond to such statements themselves.
5 Prevention of Insider Trading
In the event that Officers and Employees become aware of material non-public information in the course of their duties, they shall not engage in any transactions involving stocks or securities until such information is publicly disclosed. Furthermore, they shall not disclose such material nonpublic information to any third party or engage in any actions that may induce the third party to trade in stocks or securities.
Our Group shall establish an appropriate information management system to ensure that Officers and Employees do not become aware of material non-public information, except as necessary for business purposes.
Chapter 7 Contribution to a Sustainable Society
1 Contribution to Society
As a member of society, Our Group shall actively participate in society while respecting diversity and contribute to the development of society.
As part of Our Group's commitment to social contribution, we shall identify social issues and undertake initiatives to address them, in alignment with Our Group's management philosophy.
Our Group shall develop and provide safe services that are useful to society through the creation of innovation, and undertake initiatives aimed at sustainable economic growth and the resolution of social issues.
2 Contribution to Local Communities
Our Group is aware that we are a member of the local community, and through various contributions to the community, we increase trust in Our Group's business activities and contribute to the sustainable development of the community.
As members of the community, Officers and Employees of Our Group shall endeavor to contribute to the development of the community through volunteer activities and participation in local events.
3 Consideration for the Environment
Our Group regards addressing environmental issues as one of the most material managements issues and acts voluntarily and proactively toward the construction of a sustainable society as an essential requirement for Our Group's sustainable growth. Specifically, we shall strive to (1) curb carbon dioxide emissions, which is one of the causes of global warming, (2) conserve resources and energy and recycle resources in anticipation of tight supply and demand for resources and energy, and (3) implement various measures against environmental risks.
Officers and Employees of Our Group shall consider environmental issues as their own problems and strive to consider and act on what they can do on their own.
Chapter 8 Management System
1 Compliance Framework for the Code of Conduct (Guide by the Leadership of Top Management, Establishment of a Compliance System, and Dissemination)
The management of Our Group recognizes that compliance with this Code is one of the most important roles assigned to them, and in the course of management, Our Group shall establish an effective governance system to comply with this Code and take the initiative in disseminating the Code to all Officers and Employees of Our Group.
Our Group's management shall endeavor to share the philosophy of this Code with Our Group's stakeholders and encourage them to act in accordance with the philosophy.
In the event that Officer and Employee of Our Group violates this Code and causes a loss of social credibility, Our Group's management shall take the initiative to solve the problem, investigate the cause, and prevent recurrence under their own direction, clarify authority and responsibility, and take strict disciplinary action, including themselves.
2 Efforts to Respond to Whistleblowing (Corporate Ethics Hotline) and Human Rights Consultation Desk (Harassment Consultation Desk)
Our Group establishes a whistleblowing hotline (Corporate Ethics Hotline) that is independent of the usual chain of command to ensure that Officers and Employees can report or consult early and safely upon discovering any actions that violates or may violate laws, regulations, this Code, or other corporate rules.
In addition to the Corporate Ethics Hotline, Our Group has established a consultation desk to receive inquiries and consultations from Officers and Employees regarding compliance with laws, regulations, this Code and other corporate rules, and the protection of human rights, in order to detect and resolve misconduct at an early stage. Furthermore, Our Group shall establish a system to detect signs of potential misconduct and prevent its escalation, and promptly take necessary measures when issues arise.
Our Group shall treat Officers and Employees who have reported or consulted in good faith, or cooperate in investigations, fairly and sincerely, ensuring their anonymity and prohibiting any probing or adverse treatment. Any retaliatory actions against these individuals are strictly prohibited.
Officers and Employees of Our Group shall report to their supervisors or the above consultation desk when they see or hear about illegal acts or acts that violate compliance, or when they feel that there is a risk of such violations. Officers and Employees who are aware of these acts but do not report them will be subject to strict disciplinary action, including dismissal, similar to those who committed the acts.
3 BCP Initiatives
Our Group's management team shall establish a crisis management system (referred to as "BCP") to ensure rapid and appropriate responses risk incidents (cyber security problems such as cyberattacks, unreasonable demands from anti-social forces and organizations, terrorism, natural disasters, human-caused disasters, human rights violations, etc.) within Our Group. This system shall include the preparation and updating of crisis management manuals, designation of responsible departments, establishment of countermeasure headquarters, and training of Officers and Employees.
4 Personnel Disposition
In the event that any Officer and Employees violates this Code, Our Group, strict disciplinary action shall be taken in accordance with the corporate rules of Rewards and Punishments. This includes officers and supervisors who are responsible for the management and supervision of the violator.