UNDERSTANDING THE CODE

The Company takes this Code of Conduct very seriously. All employees (“employee” shall refer to any director, officer or any other employee of the Company throughout the Code unless otherwise specified or clearly inapplicable) must follow the ethical standards set forth in this Code and are obligated to report, in a timely fashion, any possible violations of our ethical standards that they may witness. Doing so is not an act of disloyalty, but an action that shows your sense of responsibility and fairness to your fellow employees, our customers, suppliers and shareholders. Reporting in good faith possible ethical violations by others will not subject you to reprisal. In fact, retaliation or punishment for reporting suspected unethical or illegal conduct by another employee as provided in this Code or for coming forward to alert the Company of any questionable situation is against the law.
It is the responsibility of employees to read carefully and understand this Code, but we do not expect this Code to answer every possible question an employee may have in the course of conducting business. Furthermore, if employees are concerned about an ethical situation or are not sure whether specific conduct meets the Company’s standards of conduct, employees are responsible for asking their supervisors, managers or other appropriate personnel any questions that they may feel are necessary to understand the Company’s expectations of them. A good basis for deciding when to get advice is to ask whether the conduct might be embarrassing to the Company or the employees involved if the details were fully disclosed to the public. If it might, employees should seek clarification from their supervisors, managers or other appropriate personnel.

VIOLATIONS OF THE CODE

Employees who fail to comply with these policies, including supervisors who fail to detect or report wrongdoing, may be subject to disciplinary action up to and including termination of employment. The following are examples of conduct that may result in discipline:

• actions that violate a Company policy
• requesting others to violate a company policy
• failure to promptly raise a known or suspected violation of a Company policy
• failure to cooperate in Company investigations of possible violations of a Company policy
• retaliation against another employee for reporting an integrity concern
• failure to demonstrate the leadership and diligence needed to ensure compliance with Company policies and applicable law

It is important to understand that violation of certain of these policies may subject the Company and the individual employee involved to civil liability and damages, regulatory sanction and/or criminal prosecution. The Company is responsible for satisfying the regulatory reporting, investigative and other obligations that may follow the identification of a violation.

REPORTING VIOLATIONS: CONFIDENTIALITY

When you believe you or another employee may have violated the Code or an applicable law, rule or regulation, it is your responsibility to immediately report the violation to your Supervisor or to a representative of the Corporate Audit Department. You also submit a report to a suggestion box (on a no-name basis). Similarly, if you are a supervisor and you have received information from an employee concerning activity that he or she believes may violate the Code or that you believe may violate the Code, you should report the matter to Corporate Audit Department.
All reports and inquiries will be handled confidentially to the greatest extent possible under the circumstances. Employees may choose to remain anonymous, though in some cases that could make it more difficult to follow up and ensure resolution of their inquiry. Employees should let the hotline operator know that they would like to remain anonymous. As mentioned above, no employee will be subject to retaliation or punishment for reporting suspected unethical or illegal conduct by another employee as provided in this Code or for coming forward to alert the Company of any questionable situation.

CERTIFICATE OF COMPLIANCE

On an annual basis, the Company will ask its principal executive officer and senior financial officers and select employees to certify that they are “aware of and are in compliance with the Company’s policies on ethical behavior.” The certificate also requires that these senior financial officers and other employees list any violations or questionable activities they have witnessed or heard about, or certify that they are not aware of any such activities.
In addition, all prospective employees will agree as a condition of employment that “if they are employed by the Company” they will comply with the Company’s policies with respect to business conduct and ethics. Lastly, new employees will be provided with information on the Company’s ethical principles and values, as well as the recommended process for addressing ethical dilemmas.
Once again, the Company wants you and every other employee to report possible violations of our ethical principles whenever you see them or learn about them. In fact, it is a requirement of your employment. And if you don’t know whether something is a problem, ask.

WAIVERS/MODIFICATIONS

In certain limited situations, the Company may waive application of the Code to employees, officers or directors. With respect to executive officers and directors, any such waiver requires the express approval of the Audit Committee. Furthermore, the Company will promptly disclose to its shareholders any such waivers granted to any of its executive officers or directors. However, any loss incurred to the Company due to any of director’s breach of the articles of incorporation and the relevant laws and regulations and/or negligible non-performing of its duties may only be waived by the unanimous consents by the shareholders of the Company.