Code of Ethics

PHC’s Code of Ethics contains policies, principles, and rules that all members must follow based on the management philosophy and core values of PHC.
Also, it respects the laws and regulations of the region where each PHC affiliate belongs and provides the basis for sustainable growth. All employees of PHC understand this Code and strictly comply with it.

• Chapter 1. Code of Ethics

  • 1. Management Philosophy and Code of PHC

    This code shows the overview of the policies, principles, and rules that we must comply with based on management philosophy and core values of PHC. Also, it respects the laws and regulations of the region where each PHC affiliate belongs and provides the basis for sustainable growth. All employees of PHC understand this Code and strictly comply with it.

  • 2. Scope of application

    This code applies to all PHC affiliates, employees, subsidiaries, and third parties acting on behalf of PHC under the name of PHC. All applicable persons are obligated to comply with this code or related laws and may be disciplined severely in case of violation.

  • 3. Human and Environment

    All employees of PHC have the right to work in a better environment and to be free from harassment or discrimination.

    PHC is committed to respecting the fundamental human rights under the Universal Declaration of Human Rights and strives to preserve the inherent worth of each individual.

    1. A. Safety of WorkplacePHC complies with laws and regulations related to the health and safety of the workplace and strives to create a safer workplace. PHC has established standards to secure the safety of employees in the workplace and the standards must be followed. Also, to avoid accidents or injuries, you must immediately report any dangers or concerns. It is prohibited to distribute, sell, purchase, exchange, possess, and use illegal drugs in the workplace; drinking alcohol in the workplace is also prohibited with the exception of approved cases. Smoking is available only in designated areas.
    2. B. Human RightsPHC opposes forced labor or child labor exploitation. We comply with the international Labor Convention in this regard. We encourage our suppliers and partners to follow this convention as well. Forced labor is not allowed from all work; wages are paid according to the Labor Standards Act. Also, we acknowledge the right to join or establish a union in accordance with local laws and regulations.
    3. C. Human Resource DevelopmentPHC invests in training and specialization of employees. It gives them the opportunity to build careers and get training. As you are the greatest asset of PHC, we will listen to all your voices in various ways. Furthermore, we respect your diversity; want to help you develop the diversity as much as possible; will not be the cause of any discrimination.
    4. D. Prevent Discrimination and HarassmentPHC does not tolerate discrimination and complies with anti-discrimination laws and regulations. Decisions of PHC, including employment, education, compensation, welfare, work assignment, promotion, are based on qualification, position, career, and performance on an objective point of view. PHC does not consider the place of birth, lineage, gender, preference, family relationships, genetic characteristics, nationality, race, political ideology, union activity, appearance, health, disability, pregnancy, or other factors for our decisions in a business context.
    5. E. Environment PHC is contributing to the community and nature for sustainable growth. By establishing the social welfare foundation, we continue to strive for the welfare and strictly follow the environmental regulations under the law in the process of corporate activities.

    PHC values human rights and the safety of employees. Therefore, let us know if there is anyone who is trying to or suspected to violate rights and safety. PHC will protect you from retaliatory action.

  • 4. Fair Business

    PHC promotes fair competition in the market, and strictly complies with policies and regulations that protect against monopoly, bribery, and corruption.

    1. A. Treating Customers Fairly and Honestly PHC strives to gain trust from customers through innovation, high-quality products, and ethical standards. PHC respects the values of customers in all activities and cherishes their intellectual property and confidential information. PHC prohibit unethical use of this information. Ultimately, PHC believe that fairness, mutual respect, and authenticity between the parties will benefit each other in the long term.
    2. B. Pursuing Fair Competition The anti-trust policy of PHC respects for competition in the markets and rejects any illegal activity that forces business partners to accept unfair commercial terms. We do not intervene in any activity to fix price, dominate the market, and rig the bidding in conspiracy with a competitor and strictly forbid any behavior to be suspected for this. If violate the antitrust policy, you may receive disciplinary measure. For more information, please contact a legal officer of Group or Chief Compliance Officer.
    3. C. Preventing Bribery and Corruption
       1. 1) PHC strictly prohibits bribery, corruption, and graft. We shall comply with all laws and regulations of relevant countries (including Improper Solicitation and Graft Act of Korea, Foreign Corrupt Practices Act of USA, Bribery Act of UK).
       2. 2) PHC policy prohibits the behaviors of receiving improper cash, goods, services, entertainment, preferential treatment, etc.
       3. 3) In case you received improper money or goods, you shall reject or return them. If returning can be regarded as overly offending, you should notify the legal officer of Group or Chief Compliance Officer know about it.
       4. 4) Also, PHC employees and third parties are prohibited from promising or providing gifts, invitations, entertainment, etc. to obtain an improper benefit for the business.
       5. 5) Bribery can be taken in many forms. Therefore, it is important to take a vigilant. If suspicious, you must discuss with legal officer of Group or Chief Compliance Officer.
       6. 6) Also, it is strictly forbidden to provide money or goods to public institutions and public officials. If a public institution or public official requests your money and goods or you are placed in a similar situation, you shall immediately consult with the legal officer of Group or Chief Compliance Officer. The express charge, which is paid for the faster processing of ordinary official duties, is also regarded as bribery.
       7. 7) Political and charitable donations conducted on behalf of PHC shall be reviewed carefully.
       8. For more information, please refer to Corruption Prevention policy.
    4. D. Integrity in Selecting Partner PHC selects its business partner based on quality of product, necessity, performance and cost. We expect our partners to take same perspective with us on human rights, fair trade and marketing, confidential information and intellectual property, prevention of bribery and corruption. We select our partners based on their advantages without any discrimination or favoritism under the responsibility of employees and managers of PHC. In this process, it is strictly forbidden to receive compensation or bribery directly or indirectly.

  • 5. Protection of Asset and Property of PHC

    PHC is a company with the highest level of professionalism and there has been a lot of research and innovation to achieve this, and investment for them is still being conducted. Therefore, it is also important to protect the resulting property and assets.

    1. PHC is responsible to use the property and asset appropriately as below.
    2. - intellectual property right
    3. - confidential information
    4. - technical information
    5. - hardware such as computer, etc.
    6. - data storage medium
    7. - real estate
    8. - raw material
    9. - cash
    10. It requires a lot of care to protect asset and maintain confidentiality. For more information, refer to confidentiality maintenance, security and brand policy.
    1. A. Protection of Information and Intellectual Property of PHC
       1. PHC manage confidential information carefully as below.
       2. - commercial project and agreement
       3. - finance data, price, and cost
       4. - commercial investment strategy
       5. - customer and supplier
       6. - intellectual property right, copyright, and blueprint
       7. - personal information related to employees and customers
       8. - information related to technical information and manufacture
       9. - All other data
       10. Furthermore, we respect for intellectual property right and copyright of business partner as well.
    2. B. Protection of Personal Information of Employee
       1. PHC strives to protect the personal information of employees as below.
       2. - number of identification card
       3. - contact information and birth date
       4. - financial and medical information
       5. - performance evaluation, promotion and other employment information
       6. According to the relevant laws and regulations, we use, manage, and discard the information as above.
    3. C. Protection of Intellectual Property of the Third Parties PHC protects and respects the intellectual property of others. It is forbidden to obtain confidential information or intellectual property in unethical and illegal ways.
    4. D. Prevention of a Conflict of Interests
       1. We shall perform our duties and tasks faithfully. In the event of a conflict between the employee’s personal interest and the PHC’s interest, as shown in the example below, the employee shall prioritize the interest of PHC.
       2. - Taking advantage of business opportunities of PHC they came to know of in the course of conducting their duties for their own benefit
       3. - Selling products or services directly or indirectly to PHC
       4. - Participating as a member of an organization within the same business area with PHC
       5. - Personally profiting through transactions with companies belonging to PHC Group (or through relatives)
       6. Be careful to avoid conflicts of interest and make decisions for the vest interests of PHC
    5. E. Professionalism and Quality of Product The highest level of professionalism and high-quality of the product are not only the core values of PHC but also the competitiveness of PHC. For this, we apply rigid standards for manufacture and product management. Continuous management and effort will ensure our success.
    6. F. Accuracy of Accounting book and Record
       1. All assets, liabilities, expenditures, and other transactions performed by subsidiaries of PHC Group shall be recorded in the company’s accounting book, and the book shall be maintained with honesty and accuracy in accordance with relevant accounting principles, rules, laws, and regulations. For any reason, undisclosed funds or unrecorded assets must not be formed or manage.
       2. 1) Accuracy of book and record
          Transparency is our basic guideline and is important to prevent corruption. Inaccurate or misleading accounting books or records are never allowed.
       3. 2) Accurate management of book and record
          All accounting books and records of PHC are required to record all assets, liabilities, expenditures, and other transactions accurately and precisely under all accounting principles, policies, laws, and regulations. Inaccurate, incorrect, or incomplete accounting books or records are not allowed.
    7. G. Anti-money LaunderingMoney laundering occurs when financial records are manipulated to conceal illegal funds or to make the source of illegal funds seem legitimate. Therefore, it is mainly related to criminal or illegal activities. To reduce the risk of money laundering, you need to be alert for unusual orders or payments. If you find out abnormal or suspicious payments, payment requests, or financial transactions, report to Financial Officer.

  • 6. Communication

    PHC communicates transparently, honestly, and consistently with our shareholders, the media, and other external organizations. This includes direct communication as well as communication via phone, internet, and social media.

    1. A. Careful Communication
       When communicating with the media or investors on behalf of PHC, prior approval and a thorough review from the PHC Group is necessary. If you receive a request not only for professional opinion but also for an interview from the media or other external organizations, you shall get approval from PHC Group before you respond. As a conference is also a place where careful communication is required, you shall get approval in advance before participation.
    2. B. Usage of Social Media
       Social media require carful use as they can lead to leakage of confidential information of PHC or shareholders beyond the personal area. Also, it is not allowed for unapproved person to communicate via social media on behalf of PHC.
    3. C. Prohibition against Unfair Internal Bargain
       As you work at PHC, you can access confidential, non-public, and favorable inside information that can influence investors’ decisions about purchasing/selling PHC stocks. The employees available to access this internal information shall not purchase or sell, or recommend purchasing or selling the shares of PHC. Non-public inside information means, but is not limited to, investment contracts, corporate acquisitions, investment suspension, plans for the closure of major manufacturing facilities, establishment and termination of new important contracts, the release of products to market or withdrawal from markets, shareholding, senior management, transactions affecting to capital or dividend, etc. This applies not only to stock trading but also to financial products and financial instruments related to it.

  • 7. Reporting a Problem

    1. The success of this code and policy depends on your integrity and collective decision for ethical behavior. To prevent violations of law or policy, it is essential to detect problems. When you witness a violation of the PHC code or policies or suspicious situation, it is best to consult with the company. You can file a problem in any of the following means.
    2. - Immediate supervisor
    3. - Human Resources Team
    4. - Human Resources Team of Group
    5. - The legal officer of Group
    6. - Chief Compliance Officer
    7. - CEO
    8. Also, you can report the problem anonymously through the cyber reporting website of the Group.
    9. http://www.phc-ethics.com/
    10. You can trust that we will take account of the reported problem seriously and investigate it immediately. PHC does not allow any retaliation against anyone who reports a problem in good faith, participates in the investigation process, conducts the process, or has received the report. You may feel safe about the well-intentioned reporting.

• Chapter 2. Antitrust Policy

  • 1. Purpose

    The purpose of this policy is to compete with competitors legitimately and protect employees of PHC from the risk of illegal monopoly.

  • 2. Scope of Application

    This policy applies to all PHC affiliates, employees, subsidiaries, and third parties acting on behalf of PHC under the name of PHC.

  • 3. Definition

    1. A. “Competitor” refers to a company that sells or may sell any product or service that is competitive with the product and service of PHC. It also includes employees, agents, agencies, partners of the competitor, and other persons related to the competitor. Furthermore, companies that can be reasonably recognized as a potential entrant to the market by customers can be regarded as existing competitors.
    2. B. “Agreement” refers to the consensus of opinion in verbal or written form that is recognized clearly as well as in the form of an implied consensus. Glance, nodding, shaking hands, or any other signs of approval can be assumed as a consensus for antitrust.

  • 4. Situational Response and Precaution

    In the following 4 situations, your behavior may be mistaken as an unfair joint act, so you shall pay special attention.

    1. A. Planned meeting, conference, and event
       1. You may meet competitors or customers at planned meetings such as business association meetings, conferences, events, etc. Group activities themselves are not illegal, but they can be very dangerous, because:
       2. 1) When the meeting deals with commercially sensitive information or comes to reach an illegal consensus, even a passive participant may take legal responsibility for the illegal activities.
       3. 2) In the additional event of a trade association, it often becomes a source of action against fair trade.
       4. 3) Statistics and reports prepared by trade associations may instigate to share commercially sensitive information.
       5. Even without any intent, as the presence of competitors can lead to a forbidden exchange of information or collusion, you shall be cautious. Therefore, you shall obtain prior approval from PHC and prepare carefully for participation in industry associations, group meetings, or events. You shall avoid any situation where inappropriate discussions or exchanges of information occur at meetings.
    2. B. Unexpected Meeting, Unplanned Meeting and Discussion You may have unplanned meetings with competitors at restaurants, airports, or stations. In this situation, you may receive unexpected requests or questions. You may also face a forum for discussion on our business area through social media, etc. However, in any case, you shall always keep in mind that this policy applies to all situations, even those that seem to be unrelated to the business.
    3. C. Collaborative Project In the context of cooperation, collaboration, partnership, etc., PHC and competitors may cooperate and collaborate together. Common examples of cooperation, collaboration, or partnership are:
       1. In the context of cooperation, collaboration, partnership, etc., PHC and competitors may cooperate and collaborate together. Common examples of cooperation, collaboration, or partnership are:
       2. 2) Joint plan: a plan in which PHC agrees to take the contractual obligations with the initiative of other subjects including PHC, competitor, customer company, automobile professional group, the third party, public institution, etc., and PHC collaborates to collaborate with the competitor to achieve it. Here are examples:
          1. - Standard-setting partnership
          2. - Research and development partnership
          3. - Technology-led cooperation
          4. - Joint production or specialized partnership
       3. For these projects/plans, the competitors should work closely and exchange information with each other, but the general prohibition regulations about exchanging sensitive business data are applied continuously.
    4. D. Joint Venture with PHC PHC and competitors may enter into a joint venture. Negotiation of JV(Joint Venture) and M&A has a risk of antitrust if they are made between PHC and its actual or potential competitors. You shall be as careful as possible while negotiating. If you need specific antitrust guidelines in M&A negotiations, contact PHC Legal Officer or Chief Ethics and Compliance Officer. The JV negotiation itself is not illegal, but if you have established an alliance with the competitor in respect of JV or are planning to do so, it is very dangerous in that it can be forgotten by the partners that they are and will be still competitors in core business activities. So you shall be cautious about it. All applicable antitrust laws and policies, especially the rule of prohibiting sensitive business data exchange apply.

  • 5. PHC Code of Compliance with Antitrust

    The code of compliance for the 4 situations related to PHC and competitor that has been described above is as below.

    1. A. Training
       1. 1) All professionals participating in activities that may cause contact or exposure to the competitor as an employee of PHC shall be trained.
       2. 2) Employees of PHC who contributes to a project/plan/meeting related to competitor shall understand the risks associated with antitrust status and know which business data is sensitive.
       3. 3) You should get trained about antitrust, become sensitive to detect the risks of inappropriate discussions, and avoid them.
       4. 4) You should check the following items.
          1. - PHC employees such as trainees, interns, temporary workers, etc. who contribute to project/plan/meeting related to a competitor, including yourself, should be trained to understand and manage the risks associated with antitrust status and to know which business data is sensitive.
    2. B. Review
       1. 1) Before contacting, entering into a partnership, or making a potential agreement with a competitor, ask yourself whether this discussion is legitimate and find out whether the contents you are sharing is forbidden or sensitive.
       2. 2) If you have any doubts, check the PHC Antitrust policy or contact PHC Legal Officer or Chief Ethics and Compliance Officer. If you cannot contact them, you should share only public information.
       3. 3) Similarly, for making a partnership and potential agreement related to PHC or project or plan of PHC, you need to get an examination by legal basis from PHC Legal Officer before beginning the negotiation.
       4. 4) After the examination, the prerequisites and terms shall be clearly established and you shall always understand and follow them during the project period.
       5. 5) A discussion of potential JV must be conducted under the leadership of PHC Legal Officer or Chief Ethics and Compliance Officer.
    3. C. Concentration on Goal
       1. 1) Concerning plans, projects, or meetings on PHC and PHC’s competitors, it is important to clearly state the type of information to be shared, including the scope of the project, PHC, and its competitors, JV, or the technical/contractual relationships among associations.
       2. 2) Each employee:
          1. - understands his/her role, scope, and duty.
          2. - talks only for the purpose of the plan and project, does not mention other topics or does not engage in any discussion related to prices, markets, and customers of PHC and PHC’s competitor.
          3. - follows the guidance of the Team Lead and complies with the code.
          4. - If in doubt, asks for help or explanation.
       3. 3) In JV where PHC is related:
          1. - You shall not discuss with sensitive information related to PHC or competing JV partners
          2. - All meetings shall deal with only JV business itself and its development, not PHC or JV partners.
          3. - Focusing on that goal is the best safeguard so that you can avoid discussion out of the purpose.
    4. D. Confidentiality
       1. 1) Any joint project or JV must not be used or ultimately work as a medium of exchanging sensitive information between PHC and its competitor.
       2. 2) The liaison between PHC and competitors must be kept to a minimum in any circumstances, and must also be limited to those necessary to realize the project or fulfill its obligations.
       3. 3) Concerning confidentiality, each employee involved in projects, association meetings, and JV discussions is required to have continuous awareness, caution, and discretion.
       4. 4) All information exchanged between PHC and competitors in a project or JV must be maintained only within the Project Team or JV Team. This information should be only about what directly related to and affect the project or JV.
       5. 5) When JV is activated in a market where PHC and JV partners are also activated, the confidential information related to the JV cannot be transmitted to each parent company. However, it is allowed in cases that the information is collectively converted into insensitive information; the recipient of the information makes confidentiality agreement with JV; and he/she pledges not to disclose the information and use it only in his/her work as an employee of PHC or JV partners.
    5. E. Compliance Monitoring under Strict Plan between PHC and Competitors.
       1. 1) From the beginning of the collaboration between PHC and its competitors, it applies to all parties and it is important to implement a reasonable and clear plan that they have accepted.
       2. 2) Always in contact with competitors:
          1. - Each meeting must establish an agenda that focuses only on collaborative goals and follow it, excluding all other topics in advance. The minutes should be quickly prepared by relevant process and kept in document.
          2. - All contents that have been exchanged with competitors, whether they are documentation or meeting, must be documented and kept.
          3. - In the event of an inappropriate exchange, you must express your objection and the fact that the objection has been made shall be recorded in the minutes. If the discussion continues, you should leave the meeting place and report it to your immediate manager, PHC Legal Officer, or Chief Ethics and Compliance Officer. In the minutes, it should be recorded that you did not agree and also leave the meeting place.
       3. 3) These rules apply to each contributor, including all parties of the agreement, regardless of whether they are employees or not.
    6. F. Expected Problems
       1. 1) When entering into a joint project with PHC’s competitors, performing duties of competitors, joining JV with competitors, or participating in association meetings where competitors participate, you must keep confidentiality until the projects, missions, etc. is terminated and must not share any information learned or obtained in the course of contacting competitors.
       2. 2) Likewise, PHC does not want you to know the sensitive business data of the competitors at any point in time.
       3. 3) Compliance with antitrust laws requires clear and continuous recognition and caution.
       4. 4) In any joint project, if you or a team member need a more detailed description of current recommendations, or are unsure of how to act, react or respond to a particular situation, you shall immediately report to the PHC Project Team Lead who is responsible for implementation and supervision of PHC code of compliance in that project/plan.
       5. 5) When competitors mention unexpected questions or topics, you need to report it to the PHC Team Lead.
       6. 6) Also, you shall share and discuss any issues, risks, or suspicions related to compliance with the Team Lead, PHC Legal Officer, or Chief Ethics and Compliance Officer in principle.

  • 6. Notifying PHC

    1. ㆍ Compliance is to prevent, be cautious, detect, and alleviate a problem.
    2. ㆍ Therefore, effective Compliance aims to address in advance, prevent, require corrective action, and find out actual or potential risks deviated from law and PHC policy at the right time.
    3. ㆍ If you have suffered from or witnessed monopolistic action, you shall notify it immediately and in detail through the cyber reporting website of PHC.
    4. ㆍ You can notify it to PHC Chief Ethics and Compliance Officer.
    5. ㆍ If you want, an anonymous report is also available
    6. ㆍ Your response and judgment are the most significant for PHC to take appropriate action as quickly as possible. Do not worry about if you are reporting too soon.
    7. ㆍ Thank you for helping PHC to maintain and protect honesty.

• Chapter 3. Corruption Prevention Policy

  • 1. Purpose

    This policy aims to operate PHC ethically and protect employees of PHC from (any) violation.

  • 2. Scope of application

    This code applies to all PHC affiliates, employees, subsidiaries, and third parties acting on behalf of PHC under the name of PHC.

  • 3. Definition

    1. A. “Corruption Prevention Act” refers to laws, regulations, and rules that are valid around the world; related to all kinds of bribery and corruption prevention; applied to PHC group and its business activities, including Improper Solicitation and Graft Act of Korea, Foreign Corrupt Practices Act of USA, Bribery Act 2010 of UK.
    2. B. “Money and Goods” include, but not limited to, any property interests such as money, securities, real estate, goods, accommodation voucher, membership, discount coupon, invitation ticket, admission ticket, etc.; tangible and intangible financial interests such as foods, beverages, entertainment and treat like golf rounds, convenience like transportation or accommodation, debt relief, employment, etc.
    3. C. “public institution” refers to the following institutions and organizations.
       1. 1) The National Assembly, the Constitutional Court, the Election Committee, Board of Audit and Inspection, The National Human Rights Commission, the Central Administration Organization, and its affiliated organizations and local government agency.
       2. 2) Institutions and public service-related organizations that perform entrusted public services or act as a proxy; or get supported by investment, contribution, and subsidies of the government.
       3. 3) Educational foundation and press
       4. 4) Foreign government agencies, international organizations, and their departments, organizations or agencies
       5. 5) Other companies, organizations, or groups controlled by the above organizations or acting as a proxy with public qualifications
    4. D. “Public Official” refers to the executive or employee of a public institution in C. above.
    5. E. “Family” refers to a spouse, sons or daughters, sons-in-law or daughters-in-law, siblings, step-brothers/sisters, siblings-in-law, parents, parents-in-law, stepmother/stepfather, cousins, and nephews.
    6. F. “The Third Party” refers to a public official or person who is not involved in a family member of a public official. It includes, but not is limited to, PHC customers or suppliers.

  • 4. Requirement

    1. A. Receipt of Money and Goods of Applicable Person The applicable person shall not request or receive money and goods from customers, service providers, or suppliers. However, in the following cases, the exception is permitted.
       1. 1) Gifts at reasonable prices, not a reward for any decisions or measures in the business (gift at a price at or below 50,000 Won (USD50 or EUR35); you cannot give or receive 2 or more gifts in a year)
       2. 2) Reasonable and non-luxurious meal invitations at business meetings or seminars that help the applicable person to perform his/her duties.
       3. 3) Round-trip transportation from the airport to the hotel
    2. If it is considered as a gift or invitation that cannot be rejected in the context of the culture or the circumstances, the applicable person should report it as soon as possible to:
       1. (1) Human Resources Team Lead of affiliates
       2. (2) For overseas corporations, CEO
       3. (3) Immediate manager
    3. All applicable persons are required to notify this policy to the individual or organization providing money and goods and refuse them against this policy.
    4. B. Providing Money and Goods for Customers, Service Providers, or Suppliers by Applicable Person Providing money and goods for customers, service providers, and suppliers may be used as a bribe or unfair means. As stated in 4. A. above, if all of the requirements set out in this policy are met at a reasonable price and fulfilled the conditions below, you do not need to get prior approval for the gifts and entertainment.
       1. 1) In case that it influences the operation of the business of PHC and image improvement; or it is to promote and explain products or services of PHC, or to establish favorable business relationship
       2. 2) When it is made transparently and openly
       3. 3) If it is not appeared or regarded as an intention to form any obligation to the recipient; to improperly affect or compensate to business decisions; to secure business or personal gain.
       4. 4) In the case that it is not provided in a situation that can damage the objective judgment of the recipient, such as before the successful bid of the project or conclusion of the contract.
       5. 5) If it is permitted and complies with the code of conduct of recipient, purchase condition, or the contract
       Gifts, entertainment, hospitality, and convenience for customers, service providers, or partners should be followed as below:
       1. 1) It must be a reasonable price that does not exceed the legal standards of the country where the offer is made and the law of the recipient’s native country,
       2. 2) It should not be frequent when combined with all types of money and goods provided by the PHC Group,
       3. 3) It should not be provided in cash or its equivalents (however, cash gifts for happy occasions or condolence are permitted exceptionally under the attached guideline for providing money and goods by type),
       4. 4) If it is made in a fair way so that PHC will not be in any trouble when it is released to the public,
       5. 5) If it is provided transparently and openly,
       6. 6) If it is provided without implied obligations or improper expectations for rewarding measures, and
       7. 7) It must be accurately recorded in the book of PHC Group or each affiliate.
       In case of providing convenience other than gifts and meals, it requires to get prior approval from CEO. Also, there must be a legitimate reason that shows relation with business and necessity for business, and it must conform to the identity of the recipient.
    5. C. Providing Money and Goods for Public Institution, Public Official, or Family Member of Public Official by Applicable Person The applicable person is not allowed to provide money and goods for a public institution, public official, or family member of a public official. However, it can be permitted exceptionally after consultation with the CEO or Chief Ethics and Compliance Officer in accordance with laws, regulations, and restrictions applied to public officials.
    6. D. All prior approvals required by head office, Corporate Lead, Group Vice President ND or Product Group Lead, employee of head office, and BG VP should be received by as follows.
       1. 1) Head of Part from Valeo head office, for employees
       2. 2) Function Lead and Vice President, for Head of Part
       3. 3) Sales and Business Development Senior Vice President, for Country Desk Officer
       4. 4) BG Vice President, for Product Group Lead
       5. 5) Chief Operating Officer, for BG Vice President and his/her immediate employees
       6. 6) Chairman and CEO for direct employees of chairman and CEO
       In case of providing gifts, entertainment, or accommodations to public officials, there must be consultation with Chief Ethics and Compliance Officer.
    7. E. Surprise Visit of Public Official Even if a public official makes a surprise visit to the PHC branch or facility, PHC prohibits providing any kind of money and goods without prior approval of Country Desk Officer or, if not, Product Group Lead and without preparation of the requested form. However, as common courtesy, PHC employees can provide light refreshments already prepared in the PHC facility to unexpected visitors. However, the following requirements should be fulfilled.
       1. 1) The provision of refreshments to public officials should be permitted under all applicable laws, regulations, and rules. If you have any questions about local laws, regulations, and rules, you shall contact your Group Legal Officer or Chief Ethics and Compliance Officer.
       2. 2) Both amount and price of refreshments should be reasonable. The refreshments should be prepared in advance as things that employees normally consume.
       3. 3) Refreshments must be consumed within the PHC facility
       4. 4) You should never provide alcoholic beverages during a surprise visit.
       5. 5) For the provision of refreshments, it is necessary to check whether the public official is allowed to take them or not.
       Finally, it is forbidden for the applicable person to pay the transportation fee of a public official, such as fuel cost or taxi fare, incurred during such an unexpected visit.

  • 5. Rush Fee (Express Charge)

    PHC prohibits to pay so-called “Rush fee (express charge)” to public officials to secure non-discretionary legal public action or expedite the matter quickly. Even if these payments are regarded as regular things or customs in the area, rush fee is prohibited in most countries. However, for some countries, PHC can permit rush fee exceptionally. For the individual standards, you shall check accurate legal information for related countries through Group Legal Officer or Chief Ethics and Compliance Officer.

  • 6. Request Form of Money and Goods Provision

    Before providing or promising convenience or all types of gifts and entertainment for public institutions, public officials, or family members of public officials, the applicable person should:

    1. 1) prepare the request form
    2. 2) Get written approval written from the CEO or, if the CEO is absent in the country, Human Resources Team Lead of affiliates
    You shall use the request form attached in this policy for all prior approvals or requests of exception.

  • 7. Repetitive or Plural Money and Goods

    For each kind of money and goods, you should prepare a separate request form for each case. Comprehensive requests for approval for the plural or repetitive money and goods will be denied.

  • 8. Donation

    Charitable/political donations may be misused as bribery or unfair means. Especially when public institutions, public officials, or their families receive direct or indirect benefits from the charitable/political donations, there should be protective measures against the risk of corruption for PHC. In any kind of charitable donation from the applicable person is not permitted except for cases that the CEO of PHC has permitted in written form in advance. Political donations by the applicable person are also not permitted even in countries where such donations are made and not prohibited. No charitable/political donations are approved if:

    1. 1) you promise or donate to the following organizations:
       1. - not established or recognized charity institution
       2. - organizations without public account such as audit
    2. 2) it does not conform to the Social Responsibility Policy of PHC
    3. 3) it is not approved by Country Desk Officer or BG President(if in country without Country Desk Officer)

    If there is a need to request an exception for this policy, you should prepare the attached form including target organization, purpose, price, and relation with PHC. Personal donations of employees for political, religious or non-profit organizations are at individual’s liberty, but it is strictly forbidden to associate those donations made by employees at their own discretion with PHC or the image or reputation of PHC.

  • 9. Payment, Book, and Record

    A. PaymentAll gifts provided by the applicable person should be ordered and paid under the name of PHC. The cost of entertainment and convenience should also be provided directly to the service provider. In any case, the applicable person must not make recipients who get entertainment or convenience paid cash. Payment of any kind of cash is prohibited, and it is forbidden for the applicable person to present cash, payment, or equivalents to cash such as gift certificates. Finally, it is also forbidden for the applicable person to provide gifts, entertainment, or convenience personally on behalf of PHC as a way to avoid violations of the PHC policy.

    B. Books and Records Books and records of PHC should contain complete and accurate information about all gifts, entertainment, hospitality, convenience, or any kind of expenditure made by PHC.
    The applicable person is responsible for ensuring that all gifts, entertainment, hospitality, convenience, or any kind of expenditure made by PHC are systemically and properly recorded in books and records, whether they need prior approval or not. To request approval for all types of payments, the applicable person should submit appropriate documentary evidence, including request form, the name of the recipient, etc.
    Under no circumstances will PHC approve direct or indirect payments to unknown or undisclosed recipients. “Off-the-book payments” that are not recorded and disclosed are prohibited.

  • 10. Reporting Procedure

    If someone suggests or demands payment of bribes or providing valuables for PHC business, or if you suspect such situations, you should immediately report such payments, demands or suggestions to your immediate manager, Human Resources Team, Group Legal Officer or Chief Ethics and Compliance Officer.
    For those who wish to make a confidential report in written form, cyber reporting website of the Group is available at any time. http://www.phc-ethics.com/ The proposed problems from you will be investigated seriously and promptly, so you can be at ease. According to the principle of trust and good faith, PHC does not tolerate retaliation against anyone who reports the problem and participates in investigation or hearing. PHC also guarantees anonymity. Likewise, reporting must be honest and accurate. We do not tolerate reporting for purposes of harming another employee’s career or reputation.

  • 11. Prior Approval and Request for Exception

    Prior approval and request for an exception for the above policy related to all kinds of money and goods need evidence by request from.
    If there is an issue about the request for an exception, you should submit documents for approval of Sales and Business Development Vice President or Aftermarket Vice President; the relevant Vice President should approve or reject the request for an exception after consultation with Chief Ethics and Compliance Officer

  • 12. Inquiry

    If you have any questions about interpretation or application of this policy, you shall inquire of Chief Ethics and Compliance Officer or Group Legal Officer.

• Chapter 4. Confidentiality Maintenance, Security, Brand Policy

  • 1. Purpose

    This policy aims to promote sustainable growth, protecting information and knowledge which are the core assets of PHC.

  • 2. Scope of Application

    This code applies to all PHC affiliates, employees, subsidiaries, and third parties acting on behalf of PHC under the name of PHC.

  • 3. Basic Principles

    1. A. Protection for PHC Brand All of us cherish and protect the brand of PHC. It is our asset that we should protect from the external negative offense. The most efficient method to protect our brand is the behavior itself with integrity and without any flaw. For this, we have to make an effort together.
    2. B. Protection for Right and Asset of PHC PHC is a company that has the highest level of professional knowledge, strategy, and expertise. All technologies, customers, markets, and investments of PHC are our assets that should be protected and maintained as confidential.
    3. C. Competitive Superiority of PHC and Protection for the future If sensitive or strategic information is disclosed (or if not properly protected), it can lead to very serious problems, such as the infringement of intellectual property rights in the short and long term, the inability to register patents, or the loss of competitive superiority.
       When even trivial information is disclosed continuously, it can result in revealing all of the information of PHC.
       Therefore, we must take all appropriate measures to protect intellectual property, trade secrets, copyright, strategies, and brand of PHC.
    4. D. Protection for personal information of employee of PHC Employees provide their personal information to PHC. Also, PHC stores information related to the performance and career of employees. This information should be recognized as confidential and protected from inappropriate disclosure or usage.
    5. E. Protection of customer information and intellectual property of PHC Customers of PHC entrust information about the temporary or medium-term project, requests, or strategies to PHC. Therefore, PHC must protect this information under contracts or non-disclosure agreements. Furthermore, it equally applies to partners and suppliers.
       Also, PHC should respect the intellectual property of the third parties as much as it wants the intellectual property of PHC to be protected. PHC prohibits infringement of license or copyright entirely.
    6. F. Monopoly Problems Prevention The exchange of sensitive business data between competitors is prohibited by antitrust laws and PHC policies. Communication with competitors is extremely limited and should conform to PHC antitrust policy.
    7. G. Prohibition of Access, Usage, Storage of Illegal Information of Websites Accessing, using, or storing illegal information and accessing illegal websites at the workplace of PHC, customers, or suppliers is strictly prohibited.

  • 4. Information to be Protected

    The principles of confidentiality described above apply to the following types of information and information that PHC should not expose to the public, customers, or competitors.

    1. A. Strategic and Sensitive Business Information about Customers and Partners All information that could reveal PHC’s strategies and provide competitive advantage to the third parties, or any useful information that could be used in a way that is disadvantaged or harmful to PHC, must be kept confidential.
    2. B. Personal Information of Employee Personal information of employees, including applicants, and information related to performance, career, and evaluation, etc. should be kept confidential. This information should only be granted to persons who have a proper reason to access it, under a consultation with the responsible person of human resources and Human Resources Team.
    3. C. Information related to Customers and Partners As the information incurred in relationships between customers and the project of partners must be protected under contracts or non-disclosure agreement; therefore, it requires special caution to maintain confidentiality. PHC respects the confidential information, intellectual property rights, and brands of partners.
    4. D. Internal Information While working at PHC, you may also have access to favorable, non-public inside information that may influence investors’ decisions about purchasing/selling stocks of PHC. Employees who have access to this inside information should not purchase, sell, or recommend to purchase or sell the stocks of PHC.

  • 5. External Activities as Employees of PHC

    It is our policy to communicate clearly, honestly, and consistently with media, stockholders, and other outsiders. Therefore, PHC allows external distribution, and distribution of information is only allowed when it complies with PHC’s policies. This policy includes online, telephone, and face-to-face communication, as well as communication via social media.

    1. A. Press, TV, Radio When communicating with the media on behalf of PHC, thorough preparation is required, including prior approval from the PHC Group.
       If you received an interview request from media or other outsiders, you must obtain approval from the PHC Group before accepting it.
       As this is a matter of reputation and consistency, it requires strict regulations to protect the PHC brand and image.
    2. B. Conference, Seminar Conferences are great opportunities to share PHC’s innovation or highlight our professionalism and leadership. However, it requires communication in a rational and controlled manner according to the nature of the audience and the sensitivity of the topic.
       You must notify and get approved of managers about the conferences and events invited as presenters, and if you are presenting at a conference where competitors may participate, the presentation should be reviewed by the manager, and then reviewed by Group Legal Officer or Compliance Team.
       Also, keep in mind that competitors may listen to you and get sensitive information. You should be cautious not to disclose any strategic or sensitive information, that is, information that would be of great use to competitors should be maintained confidential.
    3. C. Special Communication Professionals and engineers need to be careful about what to share and how much to disclose when making a presentation or writing to a scientific or professional review. You should not disclose secrets or confidential information. Prior to presenting or writing as an expert, you should firstly get approved from Group Legal Officer or Compliance Team.
    4. D. Business Association, Meeting of Workers Meetings and conferences from meetings of workers and business association have high risk to meet competitors and exchange inappropriate data.
    5. E. Alumni Association In alumni association where employees participate, their friends may also be competitors, and when discussing business, it is important to remember that friends and alumni belonging to competitive companies are also competitors.
       Please keep in mind that even outside of PHC, you have obligation to maintain confidentiality in matters related to the activities of PHC.
    6. F. Others The same precautions and policies apply to impromptu meetings (including private ones). Under any circumstances, PHC’s policies apply to matters related to confidentiality.

  • 6. Communication with Customers and Business Partners

    1. A. Protection for Information of PHC Customers and the Third Parties PHC protects the information of customers and partners. PHC does not disclose this information more than the needs of PHC. When we cooperate with subcontractors, they also shall respond with attention to confidentiality and take measures to comply with a non-disclosure agreement.
    2. B. PHC Protection Communication with customers must be faithful, honest, and based on the quality of PHC’s products and services. You should provide information as much as needed, but should not disclose information related to margins or strategies. If there is any doubt, it is important to contact your manager to find the best ways to respond to your customers without disclosing confidential information.

  • 7. Communication with Competitors

    1. A. PrinciplesPHC’s policy is to strictly comply with antitrust laws, and in this respect, it is necessary to thoroughly monitor communication and meetings without exchanging sensitive business information with competitors.
    2. B. CollaborationAgreements that promote collaborations are not always illegal, but they need to be reviewed by Group Legal Officer. During conducting the collaborative work, careful preparation and control should be taken to avoid inappropriate discussion.
    3. C. Business Associations and Meetings of Workers As mentioned above, it is best to avoid immediate discussions that are incurred by projects or plans among associations and workers. It is important to strictly comply with the guidelines related to sensitive business information.
    4. D. Business Event Expo, Symposium, and Conference also have a high risk to violate antitrust law, as you may meet related people of the business.
       Before you participate in these business events, you shall always pay attention and prepare yourself. After the events, you should record the discussions to prove that inappropriate discussions have not been made.
       If an illegal discussion begins, you should reject to participate, and if the discussion continues, you should leave the place and inform PHC Legal Officer or Chief Ethics and Audit Officer.

  • 8. Communication in Process of Recruitment

    Interviewing an applicant at a recruitment meeting, asking about an applicant’s work in the previous company, his/her project, and the employer’s strategy can be considered as an exchange of sensitive business data between competitors, which is not appropriate.
    Therefore, when interviewing, you should always keep in mind and be careful to focus on the applicant’s skills and experiences without disclosing confidential information about his/her previous employer.

  • 9. Use of Social Media

    1. A. PrincipleIn communication via social media, such as Facebook, Twitter, and Instagram, only authorized employees can express approved information.
       At the personal level, it is free to use social media for personal activities during the free time of employees, but you shall keep in mind that information about PHC or activities at PHC is confidential or is placed in the intellectual property area.
       Also, for your own protection, please keep in mind that information released through these media may be disclosed for a long period of time.
    2. B. PHC and Social Media
       1. 1) PHC Social Media and Spokesperson Only designated PHC employees can express an opinion on social media on behalf of PHC. No one else can introduce him/herself as a spokesperson, or can act like someone else thinks of him/her as a designated PHC spokesperson. Employees are permitted to participate in forums during their personal time, but when expressing any opinion that may be associated with PHC, it must be clearly stated that it is their personal opinion and they are not on behalf of PHC.
       2. 2) Social Media Issue People also have the right not to be photographed. Furthermore, workplaces may not be allowed to be photographed as they are also private property of PHC. Therefore, posting a photo of PHC workplaces can lead to problems such as violation of confidentiality, violation of privacy laws, or infringement of copyright. Please consider this before you post it on the Internet.
       3. 3) PHC Social Media Monitoring To protect the PHC brand, we are monitoring closely the contents of PHC on media and social media.
    3. C. You and Social Media Careful attention is required because confidential information related to your work may be shared through job profiles or friends on social media. Due to the nature of social media, you should always be cautious as it can directly or indirectly affect the image of PHC.
       In this regard, PHC Legal Officer and Compliance Team can assist you.

  • 10. Code of Confidentiality Maintenance

    Before sharing information, please ask yourself the questions by following steps:

    1. A. Impact Assessment
       1. 1) Characteristics of the Information Before sharing the information, you have to understand the characteristics of the information
          1. - Personal/job information
          2. - Officially protected and restricted information, principally limited information, and contractual information
          3. - Intellectual property information
          4. - Sensitive information under antitrust law
          The answers to these questions will determine whether the information can be shared, or whether the information can be shared by preliminary action.
       2. 2) Qualification Evaluation of the Other Person You need to consider the person’s qualification who you want to share information with
          1. - Is the person you want to share a colleague? If so, is there a proper reason for him/her to know about it?
          2. - Is the person you want to share involved in a competitor? (If so, you need to pay extra attention not to violate the antitrust law).
          3. - Is the person to be shared an intern, or belonging to a contractual company? If so, is it necessary for him/her to know the information?
          According to the answers, you can decide whether you will be completely silent, whether you take formal non-disclosure agreement, or take restrictive measures.
       3. 3) Evaluation for Characteristics of Medium/Context You shall evaluate the impact and consequences of your oral or written statement before presenting at an external event or posting via social media. It is also important to understand who will be a target currently and in the future and how they will be affected.
          If in doubt, you shall check with Group Compliance Team.
       4. 4) The Decision according to Information The decision can be made not to share any information, given synthetic consideration of the information, target, contractual issue, and impacts of the problems.
          You shall make the right judgment for yourself, but of course, if you are not sure, ask, and discuss.

  • 11. Confidentiality Maintenance

    Confidentiality maintenance requires responsibility and regulations.

    1. A. Theft Prevention Information can be stolen, either directly or through theft of devices, such as by leaving documents or your computers.
    2. B. Carelessness
       1. 1) Public Places, Public Transportation, and Restaurants You should not discuss or prepare for meetings in planes, trains, or other public areas where others can easily obtain information.
       2. 2) Unauthorized access to PHC premises Entrance to PHC premises are thoroughly monitored
       3. 3) Intern and Third-partyMany third parties, such as interns, third parties, contractual companies, etc., can do their works or spend time in PHC premises.
          Those can see or listen to any information, or even confidential information during staying in the office. You shall be thoroughly cautious for those not to access the documentation.

  • 12. Protecting PHC

    We are responsible to take proactive measures to protect the long-term growth and assets including brand, knowledge, and intellectual property of PHC. You shall always pay attention, get the training you need, and ask any questions.