CALSONICKANSEI NORTH AMERICA, INC. CODE OF CONDUCT (U.S.A.) April 15, 2009 CalsonicKansei North America, Inc.
Effective as of April 1, 2009 CALSONICKANSEI NORTH AMERICA, INC. CODE OF CONDUCT (U.S.A) <Contents> Preamble Section 1: To Comply With All Laws, Regulations and Corporate Internal Rules 1. To Comply With All Laws and Regulations 2. To Comply With Company s Internal Policies and Procedures Section 2: To Avoid Conflicts of Interest 1. To Avoid Conflicts of Interest Section 3: To Preserve Company Assets and Funds 1. To Not Misuse or Waste Company Assets or Funds 2. To Respect and Protect Intellectual Property 3. To Protect Trade Secrets 4. To Protect Personally-Identifiable Information Section 4: To Be Impartial and Fair 1. To Build Impartial and Fair Relationship 2. To Prohibit Business Entertainment and Gift Giving/Receiving Section 5: To Be Transparent and Accountable 1. To Disclose Managerial Information 2. To Provide Appropriate Information to Customers 3. To Have an Appropriate Accounting Process 4. To Act Against Illegal Actions 5. To Prohibit Insider Trading Section 6: To Value Diversity and Provide Equal Opportunity 1. To Respect Human Rights and Prohibit Any Discrimination or Harassment Section 7: To Be Environmentally Responsible 1. To Preserve and Protect the Environment Section 8: To Ensure Safety 1. To Ensure Safety 2. To Improve Traffic Safety 3. To Ensure Health and Safety at Workplace Section 9: To Be Active and To Report Violations 1. To Actively Implement the Code of Conduct 2. To Report Any Violations Pledges Hot Line System 1
Preamble Calsonic Kansei (CK) established the Calsonic Kansei Global Code of Conduct in October 2003 to enhance and improve the global compliance system in Calsonic Kansei. CalsonicKansei North America, Inc. ( CKNA ) established this CalsonicKansei North America, Inc. Code of Conduct (U.S.A.) to implement the principles outlined in CK s Global Code of Conduct. This Code of Conduct applies to any and all directors, officers and employees, including expatriates, part-timers, or other temporary employees in CKNA companies. This Code of Conduct also applies to any person working under a temporary personnel service contract for CKNA companies. Section 1. To Comply With All Laws, Regulations and Corporate Internal Rules 1. To Comply With All Laws And Regulations We fully understand and comply with any and all laws and regulations surrounding our business operations, as well as their intentions, whether domestic or overseas. The laws and regulations surrounding our business operations not only include any state, federal, and international laws, but also any ordinances, regulations, rules and orders of any governmental body, and any regulations, rules or standards determined by private regulatory organizations, such as standards bodies and stock exchanges. All directors, officers and employees shall fully understand these laws and regulations and strictly comply with them. All directors, officers and employees shall also comply with any and all laws and regulations of any region, country or state in which we conduct business and any and all international rules and regulations. (Those laws and regulations are hereinafter collectively referred to as Laws and Regulations. ) 2. To Comply With Company s Internal Policies and Procedures We fully understand the company s Management Philosophy, CK Way, Management Guideline, Corporate Vision and Action Guidelines, and we will comply with any and all internal policies and procedures of the company. All directors, officers and employees shall fully understand our Management Philosophy, CK Way, Management Guideline, and Corporate Vision or other philosophies or policies of the company. All directors, officers and employees shall do their duties in good faith and comply with the Calsonic Kansei Global Code of Conduct and this CKNA Code of Conduct, as well as all of the company s internal policies and procedures, such as employee policies and manuals, safety and health rules, and work process standards or manuals. Section 2. To Avoid Conflicts of Interest 1. To Avoid Conflicts of Interest We will give first priority to the best interests of Calsonic Kansei under the applicable Laws and Regulations. We will not commit any act that conflicts with the interests of the company. 1) Directors, officers and employees shall not take any action that creates a conflict of interest, such as attempting to pursue his/her own private interests in conflict with his/her fiduciary duties to the company. A conflict of interest is a situation in which you, your immediate family, or a third party might personally benefit or appear to benefit (either directly or indirectly) from a transaction, decision, or position of trust, in opposition to the company s business or interests. 2) If a director, officer or employee has a private interest in a business partner (for example, as a stockholder, creditor of the business partner or an immediate family member of an officer or board member of the business partner), he/she must disclose the fact to the company in the event of any possible conflict of interest. 2
3) It is not a violation of this code, nor is it a conflict of interest, for a director, officer, or employee to own less than 5% of the outstanding equity securities of any publicly-traded company. 4) For purposes of this Policy, immediate family refers to your spouse, children, brother or sister, parents, step-parents, grandparents, grandchildren and any in-laws. 5) No employee shall work for a business partner as its director or employee unless the company so instructs or approves. Section 3. To Preserve Company Assets and Funds 1. To Not Misuse or Waste Company Assets or Funds We will not use any asset or fund of the company for any private, wrongful or improper purposes. Directors, officers or employees shall not use any asset or fund of the company for any purposes other than those necessary for business operations in accordance with applicable Laws and Regulations and company s policies and procedures. Directors, officers or employees shall not sell, use, or permit to be sold or used any asset or fund of the company for the benefit of an individual or any third party, even if the amount is minimal. Such an act is subject to discipline by the company. (For example, putting on the Internet an auction of or private sale of any catalogue, sales promotion goods or stocked parts is improper and subject to discipline by the company.) 2. To Respect and Protect Intellectual Property We will protect and respect any intellectual property of the company or any third parties. We will not use it for any private, wrongful or improper purposes. Directors, officers or employees shall not use any intellectual property belonging to the company for any purposes other than those necessary for business operations, nor disclose any company intellectual property to any third party without the approval of the company. Intellectual property includes, but is not limited to, patent rights, utility model rights, trademarks, copyrights, registered design rights, graphic designs, trade secrets, domain names, software or know-how. In addition, directors, officers and employees shall not acquire, misappropriate, infringe, or otherwise use for a wrongful purpose any intellectual property of any third party. Any director, officer or employee may not use for private, wrongful or improper purposes any company intellectual property that he/she comes to know during his/her term of office, even after he/she retires from his/her office. 3. To Protect Trade Secrets We will protect in a proper manner and keep confidential any non-public or proprietary information of the company. In all cases, we will not use for the benefit of ourselves or a third party any non-public or proprietary information of the company. 1) Non-public information possessed by the company (including, but not limited to, information related to new models or new technology, contracts, costs, quality, purchasing or sales matters, personnel matters, financial matters, know-how, and business plans) is an important asset that supports CK s business activities. Directors, officers and employees shall recognize the value of such information and keep it confidential, except in cases when timely disclosure to others is necessary for the furtherance of the company s interests. You shall prevent unauthorized disclosure or misappropriation of information. A director, officer or employee shall not disclose any trade secret or confidential information that he/she comes to know during his/her office, even after he/she retires from his/her office. 2) To prevent unauthorized disclosure of confidential information, any director, officer or employee shall be careful in discussing confidential information outside company premises, on public transportation services, in elevators, in cafeterias or at any place where outsiders may be able to hear. 3
3) Due to the wide availability of telecommunication devices, e-mail or information network, there is a higher risk of unauthorized disclosure of trade secrets or confidential information. Directors, officers and employees shall understand well and abide by internal regulations related to information security. 4. To Protect Personally-Identifiable Information We will respect the privacy of customers and employees and protect and preserve personallyidentifiable information. We will not use it for any purpose other than in accordance with applicable Laws and Regulations and in furtherance of the business objectives of the company, nor disclose it to any third party without approval of the company. 1) Personally identifiable information means any information by which a particular individual may be identified. Any personally identifiable information of customers or employees obtained in the course of business activities shall be protected and preserved in a proper manner and shall be used within the scope of objectives presented in advance. It is prohibited to use for any purpose other than the company s business objectives, or to disclose to any third party in accordance with applicable law and the company s privacy policies, any personally identifiable information of customers or employees without the approval of that individual, except in response to a legal obligation or as may otherwise be expressly permitted by applicable Laws and Regulations. If an individual makes an inquiry regarding his/her personally identifiable information, the contents of the personally identifiable information or how to protect and preserve it must be adequately explained. When that person requests you to correct or delete any error from his/her personally identifiable information, you shall so correct or delete it. Furthermore, any director, officer or employee may not disclose any personally identifiable information that he/she comes to know during his/her office, even after he/she retires from his/her office. 2) Directors, officers or employees fully understand the company s internal guide and rules regarding the Personal Information Protection Law (information security policy, Regulations Related to the Personal Information Protection Law, etc.) and must comply with the all rules. Section 4. To Be Impartial And Fair 1. To Build Impartial And Fair Relationships We will maintain impartial and fair relationships with business partners, including automakers or parts suppliers, and conduct transactions on reasonable terms. 1) We select business partners based on the rational judgment of factors such as quality, price, delivery time, production capacity, development capability, and management capability. We provide impartial and fair transaction opportunities regardless of the nationality of business partners or the results of past transactions. 2) Any director, officer or employee shall not force business partners to accept improper transaction conditions, nor use their confidential information improperly by taking advantage of the position of business relationship. 3) Any director, officer or employee shall not talk with competitors about prices or quantity of products, or restrictions on customers or sales routes. You are also prohibited to talk about bidding conditions with competitors. 2. To Prohibit Business Entertainment and Gift Giving/Receiving We will not give or receive any business entertainment, gift or any other benefit of a substantial nature to or from any person who has a direct interest on our business, including a business partner or customer. 1) We promote impartial and transparent corporate activities to avoid any impropriety. To this end, we prohibit improper behavior that may create an appearance of impropriety. Accordingly, we generally prohibit giving or receiving business entertainment, gifts, or other business benefits of a material 4
nature to or from any directly interested person related to our business, including our business partners, customers, or governmental agencies. 2) Detailed company policies and procedures, provided separately, define the scope of the foregoing restrictions. When any department or section requires an exception to the company policies and procedures, the department or section shall develop such exceptions as department s detailed rules and submit them to the CKNA Compliance Officer. 3) If the counterpart is a government official (including a foreign official or servant), there may be a special law, such as the Foreign Corrupt Practices Act, or regulation that restricts or prohibits any entertainment, gift or other benefit to them. Section 5. To Be Transparent And Accountable 1. To Disclose Managerial Information We will disclose accurate information regarding our business operations in a timely and appropriate manner for the purpose of making our corporate activities fair and transparent. 1) To conduct fair and transparent corporate activities, we disclose in a timely manner fact-based accurate information to stakeholders of the company, including information regarding business results, our financial situation or contributions to the community, as well as information regarding our products or technologies. 2) Any director, officer or employee shall be aware that he/she assumes responsibility for public relations activities on an individual level and shall be careful to speak or behave in good faith. 2. To Provide Appropriate Information to Customers We will provide customers with accurate information regarding our products and services in an appropriate manner. To win our customers confidence, we shall provide customers with appropriate advertisements and accurate information regarding the specifications and pricing of our products and services so that customers can select our products and services based upon their reasonable judgment. Directors, officers, and employees shall welcome comments and requests from stakeholders and report them promptly to the departments concerned. 3. To Have An Appropriate Accounting Process We will make reports and records accurately and honestly and using a consistent process based upon the facts available to us. Any director, officer and employee has an obligation to make reports and records accurately and honestly and to handle accounting responsibilities in an appropriate manner, based upon facts available to us. Improper accounting or other action in violation of accepted accounting standards are absolutely prohibited, as well as any other action that could seriously damage our company s reputation, credibility and future performance. 4. To Act Against Illegal Actions We, as a company, will act resolutely against any illegal or criminal actions, such as fraud or blackmail, in the course of business activities. 1) If any director, officer or employee is, directly or indirectly, exposed or threatened with the commission of an illegal or criminal action such as fraud or blackmail during the course of business activities, he/she shall act resolutely against it. At the same time, he/she shall promptly report the matter to his/her superiors and departments concerned, and shall follow their instructions. 5
2) CKNA, as a company, will stand firm and take appropriate actions against illicit forces or groups engaged in black market activities or corporate racketeering. If a director, officer or employee is approached by such persons, he/she shall promptly report the matter to his/her superiors and departments concerned, and shall follow their instructions. 5. To Prohibit Insider Trading When we learn of material non-public information about the company, its subsidiaries or affiliates, or business partners, we will not make any purchase or sale of their stock or other securities (insider trading) until such information becomes public. 1) When a director, officer or employee learns of material nonpublic information about the company, its subsidiaries or affiliates, or business partners during the course of conducting business, he/she is prohibited from making any sale or purchase of stock or other securities of the subject company until such information becomes public. 2) At the same time, any director, officer or employee shall keep such information strictly confidential and shall not disclose the information to any person (including colleagues or family members) other than to a person who may need to know it for business purposes. 3) Any director, officer and employee shall fully understand and abide by any laws, regulations and internal rules regarding insider trading. Section 6. To Value Diversity and Provide Equal Opportunity 1. To Respect Human Rights And Prohibit Any Discrimination Or Harassment We value and respect the diversity of our employees, suppliers, customers and communities. In addition, we will not tolerate discrimination or harassment, in any form or degree. 1) Any director, officer or employee shall respect human rights and shall not engage in discrimination or harassment of any kind or any basis, such as race, nationality, sex, religion, disability status, citizenship status, age, veteran s status, ethnic background, or any other legally protected category. 2) Harassment of any type, including sexual harassment, affects the motivation and dignity of all employees and has a negative affect on the executing of one s duties. All directors, officers and employees shall understand the nature of sexual harassment, as well as other types of unlawful harassment, and take action to prevent it. Section 7. To Be Environmentally Responsible 1. To Preserve and Protect the Environment We will take the initiative to promote wide-ranging activities aimed at protecting the environment, both globally and locally, in all areas of the company s operations, including product development, manufacturing, sales and services. Calsonic Kansei established the following Environmental Philosophy: We at Calsonic Kansei, in order to create a pleasant natural environment, will work towards environmental conservation using intellectual innovation stemming from new technology integration. Environmental Policies are established to realize the above. All the directors, officers and employees are requested to carry out the activities based on the above Philosophy and Policies. 1) All directors, officers and employees shall fully understand the possible effect of our products or business activities on environment, and mechanism of environmental issues. Then, they shall recognize the importance in doing business with environmental care. 6
2) All directors, officers and employees shall respect applicable laws and internal guidelines. At the same time, they shall make all efforts to reduce environmental impacts caused at each stage of life cycle of our products such as development, production, usage and disposal, or caused during our business activities, and then use the resource and energy at minimum. 3) Also as a citizen, all directors, officers and employees shall respect the environment in their daily life. Section 8. To Ensure Safety 1. To Ensure Safety To provide high-level safety for our products in all areas of business operations, including product development, manufacturing and sales, we will promote the development and application of safety-related technologies, providing customers with appropriate information necessary to use products safely. CKNA considers reducing the number of traffic accidents and the damage resulting from them to be one of the automobile industry s main duties to society. The company is actively promoting the development of safety-related technologies to assure high-level safety to satisfy customers in all processes, including research and development, manufacturing, sales, and service for products. All directors, officers or employees shall strive to realize these aims in their own duties. 2. To Improve Traffic Safety We are fully aware of our responsibilities as employees of a transportation vehicle company, and we are committed to abide by traffic safety rules and drive safely. We will also make every effort to promote traffic safety knowledge and good driving behaviors. In order to raise awareness of traffic safety, the company places importance on developing traffic safety activities, such as improving traffic safety knowledge, emergency procedures, and good driving behaviors. Any director, officer or employee is expected to observe traffic rules, acquire proper driving knowledge and develop appropriate, safe driving skills. 3. To Ensure Health and Safety at Workplace We will make every effort to create and maintain safe and comfortable environments at our workplaces. Directors, officers and employees shall observe any laws, regulations or internal rules concerning health and safety; maintain and improve safe and clean environments at their workplaces; and prevent accidents. Section 9. To Be Active and To Report Violations 1. To Actively Implement the Code of Conduct We fully understand the Calsonic Kansei Global Code of Conduct and CalsonicKansei North America Inc. Code of Conduct (U.S.A.). We will perform our duties in accordance with such Codes of Conduct. Directors, officers and employees are obliged to fully understand the Calsonic Kansei Global Code of Conduct and the CalsonicKansei North America Inc. Code of Conduct (U.S.A.) and to perform their duties in accordance with these codes of conduct. Any violation of the codes of conduct could damage the reputation of the company and be subject to discipline, up to and including dismissal. 7
2. To Report Any Violations When we suspect a violation of the Calsonic Kansei Global Code Of Conduct or CalsonicKansei North America Inc. Code of Conduct (U.S.A.), we will report it promptly and properly. 1) When any director, officer or employee suspects a violation of the Calsonic Kansei Global Code of Conduct or the CalsonicKansei North America Inc. Code of Conduct (U.S.A.), he/she is obliged to promptly report it to the company. Cooperation in or tacit permission of a violation is a violation of these codes of conduct and subject to discipline, up to and including dismissal. 2) The company provides several reporting routes and takes protective measures for reporting persons in order to protect him/her from retaliation. A director, officer or employee may report to his/her direct superior, a CKNA designated authority, or through the Easy Voice System. The Compliance Officer who receives a report of a violation shall take prompt and effective response measures. 8
Pledges 1. To Comply With All Laws, Regulations and Corporate Internal Rules I fully understand and will comply with any and all laws and regulations surrounding our business operations, as well as their intentions, whether domestic or overseas. I fully understand the company s Management Philosophy, CK Way, Management Guideline, Corporate Vision and Action Guidelines, and I will comply with any and all internal policies and procedures of the company. 2. To Avoid Conflicts of Interest I will give first priority to the best interests of Calsonic Kansei under the applicable Laws and Regulations. I will not do any act that conflicts with interests of the company. 3. To Preserve Company Assets and Funds I will not use any asset or fund of the company for any private, wrongful or improper purposes. I will protect and respect any intellectual property of the company or any third parties. I will not use it for any private, wrongful or improper purposes. I will protect in a proper manner and keep confidential any non-public or proprietary information of the company. In all cases, I will not use for the benefit of myself or a third party any non-public or proprietary information of the company. I will respect the privacy of customers and employees and protect and preserve personally-identifiable information. I will not use it for any purpose other than in accordance with applicable Laws and Regulations and in furtherance of the business objectives of the company, nor disclose it to any third party without approval of the company. 4. To Be Impartial And Fair I will maintain impartial and fair relationships with business partners, including automakers or parts suppliers, and conduct transactions on reasonable terms. I will not give or receive any business entertainment, gift or other benefit of a substantial nature to or from any person who has a direct interest on our business, including a business partner or customer. 5. To Be Transparent And Accountable I will disclose accurate information regarding our business operations in a timely and appropriate manner for the purpose of making our corporate activities fair and transparent. I will provide customers with accurate information regarding our products and services in an appropriate manner. I will make reports and records accurately and honestly and using a consistent process, based upon the facts available to me. I will act resolutely against any illegal or criminal actions, such as fraud or blackmail, in the course of business activities. 9
When I learn of material non-public information about the company, its subsidiaries or affiliates, or business partners, I will not make any purchase or sale of their stock or other securities (insider trading) until such information becomes public. 6. To Value Diversity and Provide Equal Opportunity I will respect fundamental human rights. I will not tolerate any form of discrimination or harassment. 7. To Be Environmentally Responsible I will take the initiative to promote wide-ranging activities aimed at improving the environment, both globally and locally, in all areas of the company s operations, including product development, manufacturing, sales and services. 8. To Ensure Safety To provide high-level safety for our products in all areas of business operations, including product development, manufacturing and sales, I will promote the development and application of safety-related technologies, provide customers with appropriate information necessary to use products safely. I am fully aware of my responsibilities as an employee of a transportation vehicle company, and I am committed to abide by traffic safety rules and drive safely. I will also make every effort to promote traffic safety knowledge and good driving behaviors. I will make every effort to create and maintain safe and comfortable environments at my workplace. 9. To Be Active and To Report Violations I fully understand the Calsonic Kansei Global Code of Conduct and CalsonicKansei North America, Inc. Code of Conduct (U.S.A). I will perform my duties in accordance with such Codes of Conduct. When I suspect a violation of the Calsonic Kansei Global Code of Conduct or CalsonicKansei North America, Inc. Code of Conduct (U.S.A.), I will report it promptly and properly. I fully understand that a violation of Calsonic Kansei Global Code of Conduct or the Calsonic Kansei Code of Conduct (U.S.A.) is subject to discipline by the company, up to and including immediate dismissal. I, the undersigned, hereby consent to all the aforementioned pledges. DATE: EMPLOYEE S ID NUMBER NAME: 10
Reporting Concerns and Violations When and if you see a potential risk to which CK is exposed, you are obligated to inform the CKNA Compliance Office. Not only do you share in the obligation to protect your corporate family from danger and loss, but correcting our weaknesses makes us better. There are several ways that you can reach us: - Through the CKNA Hotline. Please call: 931-680-6794 - By e-mail. You can send an e-mail to: compliance@cknainc.com - By U.S mail. Send to: Compliance Office One Calsonic Way, PO Box 350, Shelbyville, TN 37162 Note: These communication lines are for you. Please feel free to share your requests, comments, or concerns. Whether you leave your name is totally up to you. However you communicate to us, we will treat the matter strictly confidential, abide not only by applicable laws but also our policies, and not tolerate any retaliation. 11