Integrity Management

The Code of Conduct for Integrity Management of ISSDU Information Security Co.

Approved by the Sixth Fourth Board of Directors Meeting on December 30, 2011

Article 1 (Purpose, Target and Scope of Application)

This Code of Conduct is established for the sustainable development of the Company and the establishment of a corporate culture of operating with integrity.
This Code shall apply to directors, officers, employees, appointees or persons with substantial control over the Company (hereinafter referred to as the target of this Code).
The scope of this Code is applicable to group companies and organizations such as the Company, consortium corporations that directly or indirectly contribute more than 50% of funds, and other institutions or corporations with substantial control.

Article 2 (Prohibition of Dishonest Conduct)

In the course of engaging in commercial activities, the subject of this Code shall not directly or indirectly offer, promise, request or receive any improper benefit, or commit any other dishonest act in violation of integrity, wrongfulness or breach of fiduciary duty, in order to obtain or maintain a benefit (hereinafter referred to as dishonest acts).

The targets of the aforementioned acts include public officials, candidates for political office, political party or party officials, as well as any public or private enterprise or organization and its directors (directors), supervisors (supervisors), managers, employees, persons in effective control, or other interested parties.

Article 3 (Type of Interest)

The term benefit" in this Code refers to anything of value, including money, gifts, commissions, positions, services, favors, rebates, etc., in any form or name. However, this does not apply when the benefit is a normal social courtesy and is occasional and does not affect specific rights and obligations.

Article 4 (Compliance with Laws and Regulations)

The Company shall comply with the Company Act, the Securities and Exchange Act, the Business Accounting Act, the Political Contribution Act, the Corruption Control Act, the Government Procurement Act, the Conflict of Interest in Public Office Act, the regulations related to public offerings, or other laws and regulations related to business practices as a basic prerequisite for conducting business in good faith.

Article 5 (Policy)

Based on the management philosophy of integrity, transparency and responsibility, the Company establishes policies based on honesty and integrity and establishes good corporate governance and risk control mechanisms to create a business environment for sustainable development.

Article 6 (Precautionary Measures)

The Company's personnel shall take the initiative to avoid actual or potential conflicts of interest. If such conflict of interest cannot be avoided, they shall report or notify the Company of such conflict of interest.

Article 7 (Scope of the Code of Conduct with Integrity)

The Company shall establish a prevention program to cover the prevention of the following acts:

  • Bribery and accepting bribes.
  • Providing illegal political contributions.
  • Improper charitable donations or sponsorships.
  • Offering or accepting unreasonable gifts, hospitality or other improper benefits.
  • Infringement of trade secrets, trademarks, patents, copyrights, and other intellectual property rights.
  • Engage in unfair competitive practices.
  • Products and services that harm consumers or other interested parties.

Article 8 (Commitment and Enforcement)

The Company shall state its policy of honest management on the Company's website and the commitment of the Board of Directors and the management to actively implement the policy of honest management, and shall actually implement it in its internal management and business activities.

Article 9 (Honest Management of Business Activities)

The Company shall conduct its business activities in a fair manner based on the principle of honest management.

The Company will consider the legitimacy of contractors, suppliers or other business counterparties and whether they are involved in dishonest acts before making business transactions, and will avoid making transactions with those who have a record of dishonest acts.

When the Company enters into a material contract with a contractor, supplier or other business counterparty, it shall include provisions for compliance with the policy of honest management and for termination or cancellation of the contract at any time if the counterparty is involved in dishonest conduct.

Article 10 (Prohibition of Bribery and Acceptance of Bribes)

The parties to whom this Code applies shall not offer, promise, request or accept, directly or indirectly, improper benefits of any kind from customers, contractors, suppliers, public officials or other interested parties in the performance of their business.

Article 11 (Prohibition of Making Illegal Political Contributions

Donations made directly or indirectly to political parties or organizations or individuals involved in political activities to which this Code applies shall be in accordance with the Political Contribution Law and the Company's internal procedures for related operations, and shall not be used for commercial gain or trading advantage.

Article 12 (Prohibition of Improper Charitable Contributions or Sponsorships)

Charitable donations or sponsorships by the target of this Code shall be in accordance with relevant laws and regulations and internal operating procedures, and shall not be disguised as bribes.

Article 13 (Prohibition of Unreasonable Gifts, Hospitality or Other Improper Benefits)

The Company and those to whom this Code applies shall not offer or accept, directly or indirectly, any unreasonable gift, hospitality or other improper advantage for the purpose of establishing a business relationship or influencing the conduct of a business transaction.

Article 14 (Prohibition of Infringement of Intellectual Property Rights)

The Company and the parties to whom this Code applies shall comply with the laws and regulations related to intellectual property; and shall not use, disclose, dispose of, destroy or otherwise infringe upon intellectual property rights without the consent of the owner of the intellectual property rights.

Article 15 (Prohibition of Unfair Competition)

The Company shall engage in business activities in accordance with relevant competition laws and regulations and shall not engage in unfair competition.

Article 16 (Prevention of damage to stakeholders by products or services)

The Company shall engage in business activities in accordance with relevant competition laws and regulations and shall not engage in unfair competition.

Article 17 (Organization and Responsibility)

The parties to whom this Code applies shall exercise their duty of care as good stewards to supervise the Company to prevent dishonest acts, and review the effectiveness of its implementation and continuous improvement from time to time to ensure the implementation of the policy of honest management.
The Company will report to the Board of Directors on a regular basis in accordance with the following principles for the sound management of honest management.
To assist in integrating integrity and ethical values into the Company's management strategy and to establish measures to ensure honest management in accordance with laws and regulations.
To establish programs and procedures to prevent dishonest behavior.
Promote and coordinate the training of integrity policy promotion.
Planning the whistleblower system to ensure the effectiveness of implementation.
Assist the Board of Directors and management in reviewing and evaluating the effectiveness of the preventive measures established to implement honest management.

Article 18 (Compliance with Laws and Regulations for Business Execution)

The parties to whom this Code applies shall comply with the laws and regulations and the precautionary measures in the execution of their business.

Article 19 (Avoidance of Interests)

The Company shall establish a conflict of interest prevention policy whereby it identifies, monitors and manages the risk of dishonest acts that may result from conflicts of interest, and provides appropriate channels for directors, managers and other interested parties attending or participating in the Board of Directors' meetings to proactively state whether they have potential conflicts of interest with the Company.

The Company's directors, managers and other interested parties attending or participating in the board of directors' meetings shall uphold a high degree of self-discipline and shall explain the important contents of their interests at the current board of directors' meeting if they have an interest in the motions listed in the board of directors' meeting or the legal entity they represent, and shall not join the discussion or vote if it is harmful to the Company's interests, and shall recuse themselves from the discussion or vote and shall not exercise their voting rights on behalf of other directors. The Company shall not exercise its voting rights on behalf of other directors. Directors shall also exercise self-discipline and shall not fail to support each other.

No person to whom this Code applies shall, by virtue of his or her position or influence in the Company, improperly benefit himself or herself, his or her spouse, parents, children, or any other person.

Article 20 (Accounting and Internal Control)

The Company shall establish an effective accounting system and internal control system for business activities with a higher risk of dishonest acts, without external accounts or keeping secret accounts, and shall review the system from time to time to ensure that the system is designed and implemented in an effective manner.

Article 21 (Prevention of Dishonesty)
  • The Company has established the prevention of dishonest acts, which covers the following matters:
  • The criteria for recognizing the provision or acceptance of improper benefits.
  • Procedures for handling legitimate political contributions.
  • Procedures and standards for handling legitimate charitable contributions or sponsorships.
  • Rules for avoiding conflicts of interest in connection with duties, and procedures for reporting and handling them.
  • Confidentiality of confidential and commercially sensitive information obtained in the course of business.
  • The rules and procedures for dealing with suppliers, customers and business partners involved in dishonest practices.
  • Procedures for handling violations of the Code of Business Integrity.
  • Disciplinary actions taken against violators.

Article 22 (Education, Training and Evaluation)

The Company shall regularly conduct education and promotion of the Code to the parties to whom the Code applies. Each business contractor shall conduct education and training for those who engage in business activities with the Company, so that they can fully understand the Company's determination, policy, prevention plan and consequences of violating dishonest behavior.

Article 23 (Whistleblower System)

The Company shall establish a whistle-blowing window for use by internal and external personnel. If, after investigation, a major violation is discovered or the Company is in danger of suffering significant damage, a report of the incident shall be made immediately.

Article 24 (Disciplinary and Complaint System)

The Company shall punish any person to whom this Code applies who violates the rules of honest management, depending on the severity of the case.
The Company has a grievance system to provide a means of redress in accordance with the relevant regulations for those who violate this Code.

Article 25 (Disclosure of Information)

The Company shall disclose the integrity management measures, their fulfillment and the effectiveness of their promotion, and shall disclose the contents of the Code of Integrity Management on its official website.