Introduction

Solus Advanced Materials (hereinafter referred to as “Solus” or “the Company”) has complied with the Solus Code of Ethics as a global corporation and has used it as a guideline in determining the issues related to Ethics. Solus has operated the company, complying with all the laws and regulations in an ethical and honest way. This Code of Ethics shall be applied to all the areas and all the business decision making in the companies all over the world.

Principles of Ethical Management
  1. Honesty and Transparency

    Honesty and transparency are the values that our organization and business must abide by in all aspects as a base of Solus. Honesty means doing an upright thing. An honest act may have a positive effect on the company’s value and reputation. Solus has shown a high level of honesty and morality in all business transactions.

  2. Open Mindset and Respect

    A person who respects others with an open mindset understands that a method to do business is as important as the business itself. In addition, he/she does not do any act that may be considered as threat, narrow-mindedness, or discrimination. Solus recognizes and respects various kinds of cultures, customs, and business practices that we may cope with in the global society.

  3. Sense of Responsibility

    The sense of responsibility means keeping an appointment that we have made and undertaking a responsibility for the results. Trust is built up with time in this way. Solus has operated the business with the sense of responsibility in order to maintain the faith, respect, and trust from the customers, cooperative companies, shareholders, and other subjects.

Basic Ethics of Executives and Staff Members
  1. Creation of a Sound Corporate Culture

    All the executives and staff members shall not do any act that may hinder the creation of a sound corporate culture, such as sexual harassment, discrimination, coercion of an act that imposes a private burden, etc., and shall foster a sound organizational climate by respecting each other. In order to create a sound organizational culture, the following acts shall be prohibited strictly:

    • Workplace Bullying: Verbal or Physical Assault, Abusive or Offensive remarks, Sexual Harassment, Bullying, Threat, Reapeated and Consistent Ostracizing, etc. ;
    • Dissemination of False Information;
    • In-House Drinking and Possession or Use of Illicit Drugs;
    • An Act That Provides or Receives Bribery or Rebate;
    • Monetary Transactions Between Employees
    • Formation of Cliques and Organization of Private Groups
    • Abuse of Official Authority

    Solus shall create a transparent, honest, and open communication environment, and collect various opinions carefully. Where the company recognizes any problem in all its processes, it shall value the culture to reveal and solve the problem by raising an issue immediately, instead of hiding it.

  2. Fair Performance of Duties

    All the executives and staff members shall perform all their duties in an honest and fair way, and shall not take any type of pecuniary advantage that may hinder the fairness of judgments from the interested parties.

    All the executives and staff members shall not do an immoral and unethical act due to which they may be criticized by the Society regarding their everyday life and duty.

    All the executives and staff members should never use the company position or authority to obtain improper benefit, whether for themselves or for any other person.

    All the executives and staff members should not make improper requests which may interfere with other staff members’ fair work performance, whether for themselves or for any other person.

  3. Protection of the Company Assets and Information

    All the executives and staff members shall protect the company’s tangible/intangible assets and information. Assets of Solus include physical assets such as cash, equipment, inventories, etc. as well as the information which shall be vested in Solus (intellectual properties_trademarks /logos/copyrights/trade secrets/know-hows and patents, etc., HR information, stragegies/business plans, release of new products, selling and marketing strategies, agreements, pricing information, technical specifications, other trade secrets, etc.). All the executives and staff members shall protect them so that they cannot be lost, damaged, misused, stolen, etc., and shall use the company assets only for its legal business purposes.

    All the executives and staff members shall not look after their private interests by using the company’s properties and their positions, and shall also not do any and all wrongdoings, such as the embezzlement, misuse, fraud, etc. of the company assets.

    All the executives and staff members shall protect and manage the company information and business secrets, and comply with the company’s security standard. Especially, in order to protect the information, each of the following items is prohibited strictly.

    • Granting of the IT System access rights not related to actual work (Violation of IT System access rights)
    • An act that leaks the company’s internal information to the outside (Leakage of information to the outside)
      . An act that leaks the information to a person related to mass media
      . An act that leaks the information to the SNS(Social Network Service) that a lot of people use
      . An act that leaks the information to such outside acquaintances as ex-colleagues at work, families, friends, etc.
    • An act that leaks the company’s internal security information acquired on business to a person within the company who has no authority (Leakage of information to the inside)
    • An act that trades the treasury stocks by using the important information acquired on business that has not yet been disclosed to the public (Prohibition of the use of internal information / insider trading)
  4. Prohibition of Conflicts of Interest

    All the executives and staff members shall not do any act that may cause conflict of interest, or shall not establish a relationship that may cause conflict of interest in relation to the business of the company.

    Where it is judged that an executive or staff member is able to exercise its business influence or that any one of the following acts may have an effect on the judgment or act of the executive or staff member, those acts are prohibited. However, the following items do not enumerate all the cases of conflict of interest, and thus a strict judgment and application about them is required in real situations.

    • An act that its executive or staff member makes a transaction with the company or a competitior directly or through a third party.
    • An act that its executive or staff member establishes a relationship of cash loan, joint investment, guarantee for bank loans, lease of real estate or movable assets with the client directly or through a third party.
    • An act that its executive or staff member accepts compensation from the client directly or through a third party.

    Each of the following acts that its executive or staff member unreasonably plans profits diretly or through a third party by using the business information that it acquired in the process of business performance shall be prohibited.

    • An act that its executive or staff member purchases the property or security that the company intends to purchase or lease;
    • An act to be guaranteed for employment, employment recommendation, etc. of oneself or a third party.

    Where a family and relative of its executive or staff member makes a transaction with the company or the client, it may cause the conflicts of interests, and thus the executive or staff member shall report it to the Ethics Department.

  5. Prohibition of Bribery

    Where money and goods, presents, meals, entertainments, or other goodwill from customers and providers have an effect on making an objective business determination or where they look like that, its executives and staff members shall not receive them in any case. Where its executive or staff member unavoidably receives the money and goods, hospitable treatments, entertainments, etc., the executive or staff member shall take measures as indicated below, report the fact to its superior, and then report the progress to the Ethics Department.

    • Where it is possible to return them, the executive or staff member shall returen them to the customers or providers immediately.
    • Where it is not possible or difficult to return them, the executive or staff member shall inquire of the Ethics Department about the problem, and then handle it according to the instructions of the Ethics Department.

    All the executives and staff members shall not provide other parties including the interested parties with any money and goods, hospitable treatements, entertainments, etc. Espeically, they shall not provide public officials, etc. with illegal solicitation, money and goods, entertainments, conveniences, etc. by violating the 「Act on the Prohibition of Collection of Illegal Solicitation and Money, etc.」.

  6. Compliance with the Code of Ethics

    All the executives and staff members of Solus shall comply with and practice the Code of Ethics.

    All the executives and staff members shall have an obligation to comply with these regulations and to pledge the compliance with them, and if they have any question about the interpretation and application of those regulations, they shall discuss it with the Ethics Department and have a consultation with the Department.

    When recognizing a case that may violate the Code of Ethics, all the executives and staff members shall report it to the Ethics Department.

    All the executives and staff members shall prepare for A Written Pledge to practice ethical management and comply with the contents of the Written Pledge.

Responsibilities for Customers
  1. Cutomer-Oriented Management

    The company shall provide the products and services that meet the customers’ requirements and expectations by enhancing the product completion in the process of developing a new product.

    The company shall treat the customers with a sincere heart and in an amicable manner, accept the customers’ just requirements and reasonable suggestions and complaints, and must keep any appointments with the customers.

    The company shall provide accurate information in a timely manner so that the customers can select the products and services in a reasonable way.

  2. Protection of Customer Information

    The company shall comply with the laws and regulations related to the protection of customer information, and continuously review and improve the business processes to protect customer information.

    Except for the case where there is a customer consent or where legally permitted, the company shall not use the customer information for the purpose other than the use for which the customer information is provided, or shall not provide it to any third party.

  3. Enhancement of Customer Value

    The company shall try to do its best to enhance the customer value, such as the maintenance of the quality leverl that customers may expect, the creation of an environment to use its products and services without fear in a beneficial way, etc. in providing them to customers.

Responsibilities for Shareholders and Investors
  1. Protection of Shareholders’ Rights and Interests

    The company shall create a stable return and enhance its market value through reasonable investments, improvement of management efficiency, and sound management activities. In addition, the company shall protect the shareholders’ rights and respect their reasonable demands and suggestions.

  2. Provision of Information

    The company shall prepare for such announcement matereials as financial statements, etc. under the relevant laws and regulatiosns and accounting standards, and shall build up a mutual trust relationship with the shareholders and investors through an accurate and complete announcement in a timely manner according to the relevant legistlation.

Responsibilities for Executives and Staff Members
  1. Respect for Humans

    Solus shall treat every single executive and staff member as an independent human being with a mutually equal faith and true affection for humans.

    Solus shall not unreasonably discriminate all the interested parties, including customers, executives and staff members, etc. for such reasons as, nationality, race, color, gender, sex, religion, disability, age, ideology, political opinion, health, education level, social status, family and marital status etc.

    Solus shall recommend its executives and staff members to ceaselessly develop themselves and actively support them in improving their capability required for business performance.

  2. Fair Treatment

    The company shall not discriminate its executives and staff members in an unreasonable way and shall grant a fair opportunity to them according to their abilities and qualifications.

    The company shall evaluate the abilities and performances of its executives and staff members according to the fair standards, and compensate them in a reasonable way.

  3. Creation of Working Environment

    The company shall make an effort to promote a healthy and safe working environment for its executives and staff members.

    The company shall respect the personality and basic human rights of its executives and staff members, and create a sound working environment in which they can make a free suggestion and proporsal.

    The company shall secure and maintain various talented persons, and produce a working environment in which its executives and staff members can show their potential.

Responsibilities for Society
  1. Compliance with Domestic and Overseas Laws and Regulations

    As a member of the country and the community, Solus shall comply with the laws and regulations which have been in common use in the global society as well as it shall abide by various kinds of laws and regulations in all countries where it carries out business activities.

  2. EHS(Environment·Health·Safety)-Friendly Management

    Solus shall strictly comply with all the laws and regulations related to environment, health, and safety that are applied to its operation activities.

    Solus shall create a safe working environment, establish its working procedures, and then comply with them in order to guarantee the safety of workplaces and to prevent a possible injury.

    Solus shall evaluate EHS risks in all such activities as development, product production, sales, and the establishment of factories.

  3. Contribution to Social Development

    As a global corporate citizen, Solus shall contribute to the national economy and social development by carrying out its responsibilities and obligations, such as the improvement of productivity, creation of employment and sincere payment of taxes, social contributions, etc.

    The company is committed to achieving environment-friendly growth by actively improving its technology and pursuing innovation.

Attitude Toward Competitors and Cooperative Companies
  1. Fair Competition (Competitors)

    The company shall respect the order of the fair and free market economy and fairly compete with its competitors according to the free competiton principle(no offering of illegal rebates to customers, no making damaging or false statements about competitors to attract customers).

    The company shall respect fair trade order and comply with the laws and regulation related to fair trade.

    The company shall not unfairly restrict competition by agreeing with its competitors regarding prices, types and standards of the products and services, supply levels, markets and territories, customers, suppliers, distributors, terms and conditions of transactions, and bidding conditions and methods.

  2. Fair Trade (Business Partners)

    The company shall make sure that all trade can be made according to the free competition principle together with an equal opportunity to participate, and pursue a cooperative development by building the relationship of mutual trust and cooperation through transparent and fair trade.

    The company shall comply with the laws and regulations related to the protection of business partners’ information.

    The company shall not coerce an unfair behavior or exercise its power of influence in any way by using its supreme status.

    The company shall not make a trade or conclude an agreement for an individual or third party’s interests or improper benefits, or shall not sign a dual contract whose conditions are different from those agreed between the counterpart and the company.

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