Hanwha Momentum

Company Introduction

By leading customer success with cutting-edge technology and continuous innovation, Hanwha Momentum will move forward as the global leader

Compliance Control

Definition

Compliance Control is a series of policies and guidelines implemented for the purpose of guiding our directors and employees to abide by applicable laws and regulations and optimize company’s management.

Related Laws and Regulation

Commercial Act §542-13 Enforcement Decree of the Commercial Act §39
Hanwha Corporation’s Compliance Policy Hanwha Corporation’s Compliance Plan

Purpose and Principles

01

Compliance Control shall be operated based on the awareness that the assurance of legality and validity in all fields encompassing corporate structure, business activities and other management matters will maximize profits and further contribute to the fulfillment of the corporation’s social responsibility.
02

Compliance Control does not exist as a formality, but functions practically and at the same time aims for a proactive, preventive approach rather than a passive, corrective approach, thereby establishing a Compliance Control System true to its name.
03

No unnecessary burden shall be placed upon any business team (department) or directors and employees. A system with the bare minimum required shall be established, to be continuously developed and supplemented thereafter.

Compliance Policy

Section I General Provisions

ARTICLE 1. (Purpose): Hanwha Momentum (hereinafter “the Company”) establishes and implements Compliance Policy (the “Policy”) as follows in order to achieve transparency in its operations, pursue sound development and secure trust from customers by complying with applicable laws.

ARTICLE 2. (Definitions): 1. “Compliance Control” means any policy establishment and control activities with the purpose of enabling the Company to achieve a comprehensive understanding of applicable laws and conduct internal compliance inspections so that the Company may prevent illegal conducts in advance and formulate a systematic response to legal risks.; 2. A “Legal Risk” means a risk arising from employee’s non-compliance with applicable laws that may incur a civil, criminal or administrative liability to the Company, or a risk arising from a void or unenforceable contract that may incur damages to the Company.; 3. “Compliance Officer” is a person, appointed in accordance with Civil Code Article 542-13, who assumes such responsibilities as implementing a compliance training program, conducting an inspection on whether the Policy is abided by, and reporting relevant matters to the Board of Directors.

ARTICLE 3. (Application): ① The Policy applies to all operations of the Company and relevant activities by its employees.; ② Any internal guideline or policy of the Company relating to the Policy must be consistent with the Policy and, except otherwise specified in applicable law or the Article of Incorporation, shall be preceded by the Policy.

ARTICLE 4. (Amendment): The Board of Directors may amend the Policy as necessary.

Section II Compliance Control Structure

ARTICLE 5. (General Principles on Organizational Structure and Assignment of Duties): Organizational structure and assignment of duties among relevant units shall be determined in a manner that ensures the efficiency of Compliance Control and the independence of Compliance Officer and clearly establishes responsibilities of relevant employees.

ARTICLE 6. (Responsibilities of Each Unit): ① The Board of Directors shall determine the Policy and relating matters of importance. The Board shall also oversee whether the Representative Director maintains and operates an effective Compliance Control system reflecting the Board’s decisions. In case of multiple Representative Director s, the Board may select one Representative Director to be responsible for Compliance Control matters.; ② Representative Director shall, as determined by the Policy and the Board, establish, maintain and operate a Compliance Control system corresponding to the scale and the nature of the business of the Company and supervise its operation.; ③ Compliance Officer shall establish and implement a compliance training program, conduct an inspection on compliance with the Policy, report the findings and other tasks necessary for Compliance Control.

ARTICLE 7. (Appointment of Compliance Officer): ① The Board of Directors shall appoint a Compliance Officer.; ② Compliance Officer may not be dismissed within his term without a reasonable cause. Sufficient evidence to prove such cause must be presented in order to dismiss Compliance Officer during his term.; ③ In case of a dismissal, new Compliance Officer shall be appointed promptly to ensure the continuity of his responsibilities.

ARTICLE 8. (Qualification, Term and Position of Compliance Officer): ① Compliance Officer shall meet the requirements of the Civil Code Article 542-13 and the Enforcement Decree thereof Article 41. The Board of Directors may establish additional requirements, within the boundaries of the Civil Code and Enforcement Decree, reflecting the needs of the Company.; ② Auditor or a member of the Audit Board shall not be Compliance Officer.; ③ Term of office of Compliance Officer shall be 3 years. He or she must hold a full-time position.

ARTICLE 9. (Authorities and Responsibilities of Compliance Officer)

① Compliance Officer shall have the authority

1. to implement compliance education and training programs;
2. to conduct inspections on whether the Policy is abided by on a regular basis or as needed and report the results;
3. to request the collection and submission of information and testimony necessary for the Compliance Officer to perform his duties;
4. to request employees to comply with applicable laws or to demand cessation of, or corrective or improving measures with respect to matters judged to be illegal;
5. to request imposition of penalties on the employees who breached the Policy;
6. to attend and present his opinion at board meetings, etc. that are convened with regard to Compliance Control;
7. to supervise compliance supporting units and request appointments to positions within such units; and
8. to take such other actions as permitted by the Board of Directors.

② Compliance Officer shall assume a fiduciary duty in performing his responsibilities and must not disclose, both within and after his term, business secrets of the Company.

③ Compliance Officer shall assume a fiduciary duty in performing his responsibilities and must not disclose, both within and after his term, business secrets of the Company.

ARTICLE 10. (Independence of Compliance Officer): ① Compliance Officer may report, timely and directly, to the Board of Directors and the Representative Director.; ② Compliance Officer shall be positioned in a rank which allows him to perform compliance support and control duties in an independent and effective manner. He shall be provided with necessary resources including resources and working environment.; ③ The Company shall not disadvantage a former or current Compliance Officer based on his performance of his duties as Compliance Officer.

ARTICLE 11. (Prohibition of Concurrent Positions of Compliance Officer): Compliance Officer shall not hold a sales-related position that may affect his performance of the duties relating to compliance.

Section III Compliance Control Activities

ARTICLE 12. (Assessment of Legal Risks): ① The Board of Directors shall establish and operate a comprehensive legal risks assessment and management system that operates in an effective manner under the existing company-wide risk management system.; ② Compliance Officer shall determine the likelihood of illegal conducts and categorize major activities that raise legal risks, taking into account the scale and frequency of the associated risks. Relevant units and employees who are requested by the Compliance Officer to cooperate with the task of categorization must respond promptly in a good faith.

ARTICLE 13. (Management of Legal Risks): ① An employee must fully comprehend and comply with domestic and foreign applicable laws and regulation, the Policy and other internal guidelines of the Company relating to legal risks associated with his responsibilities.; ② If an employee finds out a violation of applicable laws and the Policy, he must immediately report the incident in accordance with the procedure prescribed in the Policy. He must not take a part or cooperate in such conduct.; ③ Relevant units and the Compliance Officer must take measures to prevent legal risks from spreading or expanding to other units.; ④ Compliance Officer must, based on the results of legal risks assessment, take measures to enable employees to fully recognize and understand their responsibilities under Paragraphs ① and ②.

ARTICLE 14. (Compliance Training Programs): ① Compliance Officer shall establish and implement a detailed and systematic compliance education and training program so that employees may identify in advance and respond to legal risks associated with their duties.; ② Compliance Officer must provide, at least once a year, compliance training and education for all employees. He may provide a special, targeted program for a unit with high legal risks.; ③ Compliance Officer shall assess the effect and validity of a compliance education and training program and, if necessary, conduct an improvement survey.; ④ In addition to an education and training program, Compliance Officer may establish a hotline for employees who are exposed to high legal risks.

ARTICLE 15. (Constant Compliance Support): ① Compliance Officer shall provide legal counsel to employees on a regular basis. An employee must always consult with Compliance Officer prior to conducting any activity that is closely associated with legal risks, including, for example, singing a contract.; ② Representative Director must establish a system where an employee can communicate effectively with Compliance Officer regarding legal risks arising over the course of business operation or compliance-related issues.

ARTICLE 16. (Compliance Self-Evaluations by Employees): ① Each department must establish a compliance self-evaluation plan and assess the operation thereof on a regular basis.; ② Each department may prepare a self-checkup checklist for an effective assessment.; ③ Compliance Officer shall supervise a department’s efforts to establish a self-evaluation plan as described in Paragraph ① and assess the operation thereof.

ARTICLE 17. (Compliance Inspection by Compliance Officer): ① Compliance Officer shall establish and operate a compliance inspection system to assess all employees’ compliance with the Policy, etc.; ② Compliance inspections by Compliance Officer include a regular inspection, which shall be conducted more than once per year, and a special inspection, which shall be conducted with regard to a specific legal issue identified.; ③ Compliance Officer shall report the results of a compliance inspection to the Board of Directors.; ④ Compliance Officer may, where necessary, report to or consult with the statutory auditor over the course of a compliance inspection.

ARTICLE 18. (Internal Reporting): ① Representative Director may establish an internal reporting system under which an employee may report, directly to Compliance Officer or other relevant personnel, an illegal conduct or other wrongful activities by another employee.; ② A person who receives or processes such reporting must keep confidential the identity of the reporter and the content of the report.; ③ If an employee reports an illegal conduct or wrongdoing that involves himself, such factor will be taken into consideration. Under no circumstances reporting shall result in a disadvantage to the reporter.

ARTICLE 19. (Disciplinary Measures to Breaches): ① If a breach of the Policy or other applicable laws or regulations is found, Compliance Officer may report to the responsible officer of the relevant unit or the Representative Director and request an appropriate measure such as cessation of said conduct or ordering corrective or improving measures or penalty to the said employee. Where necessary, Compliance Officer may consult with relevant units to prepare a comprehensive countermeasure and discuss with the Representative Director. However, if urgent, Compliance Officer may use his best judgment and take necessary measures, including, for example, sending a request to the employee to cease, improve or correct the said conduct.; ② The Company shall take an appropriate disciplinary measure, against the person who breached the Policy or other applicable laws or regulations, corresponding to the magnitude of the breach.; ③ Compliance Officer may prepare a plan to prevent the reoccurrence of a same or similar conduct and discuss with the Board of Directors or the Representative Director. Should the plan be adopted, Compliance officer shall notify the said department and other relevant departments and reflect the plan in revamping a relevant program or policy.

ARTICLE 20. (Circulation and Management and Information and Data): ① Compliance Officer may request that an employee of a relevant department submit the information or data necessary for the Officer’s compliance control duties in an readily usable form. An employee who receives such request must promptly respond in good faith.; ② Compliance Officer shall establish a comprehensive information management system to organize and store, in a systematic and secure manner, information and data relating to Compliance Control.; ③ Information and data formulated under the compliance control system shall be retained for a considerable period.

Section IV. Validity Assessment

ARTICLE 21. (Criteria and Procedures of Validity Assessment): ① The Board of Directors shall review, on a regular basis, the validity of the design of and the effectiveness of the operation of the Policy and relevant systems. If a review reveals an issue that needs addressing, the Board shall formulate measures for improvement.; ② Compliance Officer shall conduct an independent assessment of the validity of the compliance support and assessment system and report the results to the Board.; ③ The Board of Directors may, apart from the Compliance Officer’s independent assessment, conduct an annual, company-wide validity assessment of the compliance control system.; ④ A validity assessment must include empirical review of the propriety and effectiveness of the contents of the Policy, legal risks assessment and management system, compliance inspection and reporting system, independence of the Compliance Officer, and disciplinary measures to a breach.

ARTICLE 22. (Follow-Up Measures Following Validity Assessment): ① The Board of Directors shall establish an improvement plan for issues identified in a validity assessment. In doing so, the Board shall consult with Compliance Officer.; ② Representative Director shall implement an improvement plan following a validity assessment.

Section V. Miscellaneous

ARTICLE 23. (Reward): Compliance Officer may propose a reward or promotion of a person who he considers has fully complied with the Policy and contributed in preventing or decreasing potential damages to the Company.

ARTICLE 24. (Details): Compliance Officer may set forth necessary details in implementing the Policy.

Supplementary Provision

This Policy shall be effective upon the approval of the Board of Directors.

Code Of Ethics

PREAMBLE

We are committed to pursuing the growth of all of our interested parties including our shareholders, by enhancing the value of our company through progressive and efficient business practices. We thus aim to become a reliable company by fulfilling our duties as a listed company. We also aim to respect the orderliness of the market and all domestic and international laws and regulations while laking initiatives in setting the order of fair trade. This will enable us to have respect for social values and tradition, as well as to contribute to social development through a variety of activities. We have hereupon formulated this Code of Ethics for active implementation in order to promote a corporate culture that is both sound and fair.

Part I. Attitudes toward Shareholders and Investors

ARTICLE 1. (Protecting Shareholders' Rights and Interests): ① Company shall protect the rights of its shareholders and respect their reasonable demands and suggestions.; ② Company shall establish a mutual trust between its shareholders and investors and maximize shareholder values through disclosure of information concerning company's management and operational results.

ARTICLE 2. (Equal Treatment for All Shareholders): ① Company shall treat equally and fairly each and every shareholder including minority shareholders.; ② Company shall ensure that its management decisions are made with constant regard to the interests of all its shareholders in such a way that the interests or rights of minority shareholders are not infringed in an unfair manner.

ARTICLE 3. (Active Provision of Information): ① Company shall prepare and keep the accounting record according to generally accepted accounting principles to provide its interested parties with fully transparent information on its financial condition and operational results.; ② Company shall provide its management information in an accurate and timely manner so that users of this information such as investors are able to use it in making sensible investment decisions.

Part II. Attitudes toward Customers

ARTICLE 4. (Respect for Customers): ① Company is committed to achieving full customer satisfaction by conducting business from the customer's perspective and by providing the best products and services that meet customer needs and enhance their reliability.; ② Company shall provide customers with accurate information concerning its products and services and refrain from excessive advertising or PR.

ARTICLE 5. (Protecting Customer Privacy): ① Company shall protect customer privacy while ensuring their interest and security, and shall not commit any act unfair to its customers.; ② Company shall respect and comply with any laws regarding consumer protection.

Part Ill. Attitudes toward Competitors and Business Partners

ARTICLE 6. (Fair Competition with Competitors): ① In competing with competitors, Company shall pursue a policy of fair competition while respecting the order of the market mechanism, according to the principle of free competition.; ② Company shall adhere to the orderliness of fair trade and related laws and regulations.

ARTICLE 7. (Fair Business Transactions with Business Partners): ① Company shall seek to promote mutual growth with its business partners by enhancing mutual trust and cooperative relationships through fair transactions with them.; ② In the normal course of business, Company shall not influence nor force any person to commit any illegal act through the use of its advantageous position.

Part IV Responsibilities to Directors and Employees

ARTICLE 8. (Fair Treatment): ① Company shall not discriminate against its executives and employees, but should foster fair and equal opportunities according to their capabilities and qualifications.; ② Company shall set performance evaluation criteria for its executives and employees for fair appraisal and compensation.

ARTICLE 9. (Working Environment): ① Company shall strive to create and maintain a proper working environment in order to ensure the protection of the health and safety of its executives and employees.; ② Company shall support the fostering of talents and help its employees to achieve self-realization by respecting individual self-control and creativity and providing them with equal opportunities.; ③ Company shall respect the personalities and basic rights of its directors and employees while nurturing a culture in which they make suggestions and proposals freely.

Part V. Social Responsibilities

ARTICLE 10. (Complying with Domestic And International Laws and Regulations): Company, as a member of the society and community to which it belongs, shall adhere to internationally accepted laws and regulations, as well as to the related laws and regulations of Korea.

ARTICLE 11. (Contributing to the National Economy and Social Development): Company shall endeavor to contribute to the national economy and social development through improving productivity, job creation, faithful tax payment, and making contributions to society.

ARTICLE 12. (Environmental Protection): Company shall protect the nature and maintain a clean environment.

Part VI. The Minimum Ethical Expectations of Both Executives and Employees

ARTICLE 13. (Sound Corporate Culture): ① Each executive and employee shall share corporate philosophy, values and goals while faithfully fulfilling their duties according to business conduct guidelines.; ② Executives and employees shall take initiatives in creating a positive organizational culture based on communication and mutual trust between supervisors and subordinates, and between colleagues.; ③ Executives and employees shall perform their duties with integrity and in a legitimate manner while complying with any laws and regulations pertaining to the performance of their duties and company's regulations.

ARTICLE 14. (Conflicts of Interest): Executives and employees shall refrain from any conduct that would be, or may appear to be, adverse or contrary to company's interests. It is the responsibility of each employee to act in the best interests of company in any situation where the interests of company and of any individual or departments are in conflict.

ARTICLE 15. (Prohibition on Use of Inside Information): ① Executives and employees shall not trade the stock or other securities of a company using material non-public information about the company acquired in the course of the performance of their duties.; ② Executives and employees shall not disclose any material non-public information about a company that could influence its stock price to any third party except through a legitimate procedure.

ARTICLE 16. (Protecting Company's Assets and Important Information): ① Executives and employees are personally responsible for protecting company's property, intellectual property rights and business secrets entrusted to them, and for supporting the protection of the company's assets in general. In addition, they shall not use them for personal purposes.; ② Executives and employees shall not engage in any unfair transaction based on their professional position or use confidential information acquired from company for their own pecuniary or other benefit.; ③ Executives and employees shall not disclose any material information to any third party that may prejudice company's interests.

ARTICLE 17. (Prevention of Sexual Harassment): Executives and employees shall not use abusive language or commit any act that harms the relationship between colleagues. This includes physical, verbal, visual language and acts which might be interpreted as sexual harassment by any person in the organization.

ARTICLE 18. (Prevention of Political Activities): ① Executives and employees shall not engage in any political activity during office hours and shall not use the organization itself, or the manpower and property of the company, for political activity.; ② The right of each executive and employee to participate in political life, and his or her political opinions, shall be respected, but it is the responsibility of each executive and employee to avoid situations where the company may be mis-represented.

ARTICLE 19. (Prevention of Giving and Receiving of Money, Gifts, and Business Amenities): ① Executives and employees shall not accept from an interested party, including clients, money, gifts or customary business facilities that could influence or could reasonably give the appearance of influencing business relationship with such person.; ② Executives and employees shall not give money, gifts or business facilities which may reasonably be considered as deviating from the generally acceptable level to an interested party, including clients, in the normal course of business.; ③ Giving and receiving of any money, gifts or business facilities that are beyond a generally acceptable level between executives and employees is also forbidden.

ARTICLE 20. (Complying with this Code): ① Each executive and employee shall adhere faithfully to this code, and violation of this requirement will trigger personal responsibility.; ② Executives and employees shall make a report to the appropriate department in charge of the code of ethics, should they be forced to commit an act against this code or detect an act that is considered to be in violation of this code.; ③ In the event of violation of this code by any executive or employee, the causes of the violation should be thoroughly clarified and the necessary training should be given to the relevant individual to deter recurrence of such violation.