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Code of Conduct and Ethics

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0. CEO Message and Introduction

0.1. CEO Message

To all officers and employees

Morpho Group is committed to conduct its business with the highest ethical standards.

”Ethics" is a simple word, but there are variety of ethical views due to various cultures and historical backgrounds all over the world.
In the world of business, however, there are some common ethics shared globally.
On the basis of such business ethics, many countries and regions have enacted laws and regulations and it is socially required to act on them.

This Code of Conduct and Ethics explains the Morpho Group's Compliance Policy as concrete actions that we should take.
On the other hand, in the actual business world, we sometimes have to think for ourselves about how we should act.
In addition to taking right actions, we must strive to avoid any action that may be misunderstood as wrong.

It is a mistake to think "authority is righteous". Sometimes we should suspect that even rules could be wrong.
Of course, we must act on what is right. But if you encounter a wrongful act, you should speak up regardless of who the opposer is.
I believe that it is the responsibility of management to create such a culture. If you notice any lack of thoroughness, please inform us right away.

It is clear from my experience and from past history that organizations never survive if they do not value compliance.
Even if our competitors violate compliance, we should never go down to the same level.

It is not difficult. Just act on this Code of Conduct and Ethics as "the norm" for us including myself.

Let us carry out "the norm" thoroughly!

CEO Message
CEO Message

0.2. Introduction

Morpho Group has adopted a Code of Conduct and Ethics (Code) to promote:

  • Honest and ethical conduct.
  • Compliance with applicable laws, rules, and regulations.
  • The protection of company assets and information.
  • Prompt reporting of any illegal or unethical behavior.
  • Accountability for adherence with the Code and deter wrongdoing.

This Code applies to all directors, officers, and other employees, who work at Morpho Group regardless of the type of contract with the company. All directors, officers, and employees are required to:

  • – Be familiar with the Code.
  • Comply with its provisions.
  • Follow Group procedures to report any suspected violations.

0.2.1. Honest and Ethical Conduct

Act with integrity and observe the highest ethical standards of business conduct in your dealings with:

  • Customers.
  • Suppliers.
  • Partners.
  • Service providers.
  • Competitors.
  • Employees.
  • Anyone else you deal with while performing your job.

0.2.2. Making Ethical Decisions

"If the answer to any of these questions is no, do not act."
If you’re not sure of the answer to any of these questions, seek help from your manager, the Human Resources Department, the Legal Department, or the Morpho Group Compliance Hotline.

  • "Am I following applicable laws and regulations?
    Is the action legal? Is it ethical?"
  • "Am I following the Company’s policies, and values?
    Have I considered all options? "
  • "Have I considered the implications of my decision?
    Would I feel comfortable if my decision were made public?"

1. Regarding Compliance Policy

1.1. Fairness and Legitimacy

Compliance Policy

We comply with laws, regulations, and company rules to ensure our growth as a global enterprise.
Especially, we;

  • will never engage in insider trading,
  • comply with labor law,
  • carry out thorough export trade control,
  • will never give, offer, nor receive bribes, and
  • comply with antitrust law.

Code of Conduct and Ethics

1.1.1. Insider Trading Policy

No director, officer, or employee may purchase or sell:

  • Any Morpho securities while in possession of material nonpublic information regarding the company.
  • Any Morpho securities while subject to a trading blackout notice.
  • Another company's securities while in possession of material nonpublic information regarding that company.

No director, officer, or employee may use material nonpublic information regarding Morpho Group or any other company to:

  • Obtain profit for himself or herself.
  • Directly or indirectly "tip" others who might make an investment decision on the basis of that information. Definitions

Information is material if it would:

  • If generally available, reasonably be expected to result in a significant change in, or have a significant effect on, the market price or value of any securities.
  • Have a significant influence on a reasonable investor's investment decisions.

Information is nonpublic if it is not generally known or available to the public through:

  • An official company communication (such as a press release, website posting, securities filing, or distribution to shareholders).
  • Widely reported media coverage. Examples

Material nonpublic information may include:

  • Earnings results and any future financial forecasts or outlooks that have not been publicly disclosed.
  • Significant changes in business operations or strategies.
  • Significant potential acquisitions or sales.
  • Gains or losses of major suppliers or customers.
  • Introductions or launches of new, significant products or services.
  • Changes in senior management or our Board of Directors.
  • Actual or threatened significant lawsuits or material government or regulatory investigations.

1.1.2. Sanctions and Export Controls Morpho Group follows all applicable export restrictions.
  • Do not conduct unauthorized business with a sanctioned organization or individual.
  • Conduct due diligence on all partners, customers, and prospective customers, and screen them against global watch lists.
  • Know the products and services we are exporting, where they are going, who will receive them, and for what purpose.
  • Be alert for red flags, such as unusual payment requests.

1.1.3. Conflicts of Interest Definition

A potential conflict of interest occurs when your outside interests interfere, or appear to interfere, with Morpho Group's interests or your work-related duties.
This applies to employees, officers, and directors of Morpho Group, and your family members.
Outside interests include your financial or personal interests. Policy

Morpho Group prohibits all employees, officers, and directors from using your position with Morpho Group or the Morpho Group's relationship with its customers, suppliers, contractors, and other business partners for private gain or to obtain benefits for yourselves or your family members. Application

Avoid situations that could compromise or appear to compromise your judgment.
Put the Morpho Group's interest in any business transaction ahead of any personal interest or gain.
Disclose any potential conflicts in writing to your manager, Human Resources, or the Legal Department to resolve the conflict.
Directors and executive officers must contact the Board of Directors to resolve a potential conflict. Examples

Avoid hiring, supervising, or promoting persons with whom you have a close relationship, or influencing their compensation, benefits, or opportunities if they work at Morpho Group.
Avoid participating in transactions between Morpho Group and businesses that are owned by or that employ someone with whom you have a close relationship.
Loans by Morpho Group to, or guarantees by Morpho Group of obligations of, any director or officer or their family members are expressly prohibited.

1.1.4. Anti-Bribery and Anti-Corruption Policy

We do not tolerate bribery or corruption in any form in the public or private sector.
Paying bribes or engaging in other corrupt activity can result in:

  • Morpho Group being prohibited from bidding on contracts.
  • Personal and company fines and even imprisonment. Application

Do not offer or accept bribes or kickbacks.
Do not make facilitation or "grease" payments, even if they are legal in the country where requested.
Report it to your manager and the Legal Department if you are offered a bribe, asked for a bribe, or asked to make a facilitation payment.
Offer or accept only reasonable hospitality and business expenses.
Record all payments and receipts honestly and accurately.
Carry out risk-based due diligence before engaging any business partners.
Communicate our policy to our business partners.
Watch out for red flags, or signs that corrupt acts are likely to occur.
If you learn that a business partner may have violated our standards, consult with the Legal Department for how to mitigate or terminate the business relationship. Examples

Bribes can take the form of:

  • Anything of value being offered or given in exchange for favorable treatment.
  • Cash (or cash equivalents such as shares).
  • Loans.
  • Unreasonable gifts, entertainment, or hospitality (such as events, trips, or meals where there is no clear business purpose).
  • Charitable donations.
  • Job offers, paid or unpaid internships, or other favors.

Acceptable gifts and entertainment generally include:

  • Promotional items with company logos.
  • Meals and entertainment of modest (not excessive) value when business is being conducted.
  • Tickets to a local sporting or cultural event.
  • Gifts of nominal value that are customarily given on national holidays.
  • Prizes randomly given or received through raffles, contests, or industry events. Questions

If you aren't sure whether you should offer or accept a gift, ask yourself:

  • What is the intention behind the gift?
  • Would you feel uncomfortable or embarrassed if anyone else found out about it?
  • Is the gift being given outside of the workplace so others will not know about it?
  • Does the recipient have a policy that would prohibit it?
  • Does it feel right? Or does something feel off?

1.1.5. Receiving Gifts and Entertainment

If you are offered a gift or entertainment, ensure that:

  • It is not intended or might be seen to influence business decisions.
  • It is not in cash or a cash equivalent.
  • It does not exceed the Morpho Group's monetary limit. If it does, politely decline and explain the policy.
  • There is a legitimate business interest for accepting the gift or entertainment.
  • It remains one-off or irregular in nature.
  • You report it to your manager.

1.1.6. Fair Dealing

Deal fairly with the Morpho Group's customers, suppliers, partners, service providers, competitors, employees, and anyone else with whom you have contact in the course of performing your job.
Do not take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of facts, or any other unfair dealing practice.

1.1.7. Anti-Competitive Conduct Policy

In each country, competition and antitrust laws prohibit making agreements with competitors, customers, suppliers, or other third parties that limit competition.
We abide by all competition and antitrust laws that apply to us, avoiding situations that could put us at risk of even appearing to violate these laws. Application

Do not engage in discussions with competitors to:

  • Fix prices.
  • Divide sales opportunities or territories.
  • Agree not to solicit each other's customers.
  • Boycott or refuse to sell a particular product to a certain customer, supplier, or vendor.
  • Rig bids.
  • Share confidential information about pricing, profits, costs, sale terms, credit terms, customers, discounts, promotions, marketing or strategic plans, mergers and acquisitions, or any other sensitive information. Examples

Seek advice from the Legal Department before you:

  • Sell below cost, or use pricing (such as deep discounts) or licensing terms to keep out or unduly hinder competitors.
  • Tie the sale or discount of any product or service to another product or service.
  • Enter an exclusive dealing or lock-in agreement.
  • Treat customers, suppliers, or distributors inequitably for the same products.
  • Restrict a distributor or agree to a restriction on who to sell to and at what price.
  • Impose or accept any non-compete or other similar restriction.

1.1.8. Hypothetical Situation Question

We engaged a local agent with good connections to help us secure a government contract. He wants to give a bottle of expensive liquor to the government official who signed off on the contract and insists that it's customary to do so.
Could we get in trouble for that? Answer

Yes. Morpho Group can be held responsible for the actions of the agents we hire.
You must tell the agent from the start not to give gifts to a public official.
Moreover, before engaging such a person, it's important to conduct due diligence on the agent and get a contractual assurance that no improper payments will be made on behalf of Morpho Group.

1.2. Respect for Employee Personality and Individuality

Compliance Policy

We respect their basic rights, protect employee health, and treat them fairly and without discrimination. We provide a safe and enriching work environment for our employees.

Code of Conduct and Ethics

1.2.1. Human Rights

Morpho Group strives to protect human rights and worker rights wherever we do business.
Comply with local labor laws and practices and maintain high ethical standards of worker treatment.
Do not condone or use forced or child labor, or engage in human trafficking or slavery.
Engage workers on the basis of recognized employment or independent contractor relationships in accordance with local law.
Provide clear information about wages and benefits to workers before they're hired.
Ensure wages and benefits comply with applicable laws.
Respect workers' rights to associate freely, join or form unions or works councils, and bargain collectively in accordance with local law.
Work with high-quality suppliers and other business partners that have committed to operating under ethical standards equivalent to our own.

1.2.2. Diversity and Inclusion

Morpho Group fosters an inclusive workplace where all colleagues are valued and have the opportunity to reach their full potential.
We embrace diversity of all kinds – including in thought, experience, and style.
We provide equal employment opportunities with regard to hiring, compensation, promotion, classification, training, apprenticeship, referral for employment, and other terms of employment for all persons without regard to their classifications.

1.2.3. Preventing Discrimination, Harassment, and Bullying

Morpho Group does not tolerate:

  • Discrimination.
  • Harassment of any kind in our workplace, including sexual harassment and bullying.
  • Conduct that creates an intimidating, hostile, or offensive work environment.

We do not allow unequal treatment on the basis of:

  • Race, color, or ethnicity.
  • Religion.
  • Sex or gender.
  • Pregnancy.
  • Gender identity or expression.
  • Sexual orientation.
  • Age.
  • Marital status.
  • National origin.
  • Citizenship status.
  • Disability.
  • Veteran status.
  • Any other classification protected by applicable laws or regulations. Examples

Harassment can include:

  • Slurs, disparaging remarks, off-color jokes, insults, vulgar language, epithets, and teasing.
  • Displaying offensive posters, symbols, cartoons, drawings, computer images, or emails.

Sexual harassment can include:

  • Unwelcome propositions, demands, or advances of a sexual nature.
  • Unwelcome physical contact such as hugging, kissing, grabbing, pinching, patting, massaging, or brushing up against someone.
  • Inappropriate remarks about someone’s body or appearance, sexual gestures or comments, or unwanted verbal or physical interactions of a sexual nature.
  • Vulgar or obscene gestures, language, or comments.

Bullying can include:

  • Humiliation, threats, or abuse.
  • Aggressive behavior.
  • Teasing or practical jokes.
  • Pressuring someone to do something against his or her will.

1.2.4. Report Harassment and Bullying

If you are the victim or witness of any harassment, bullying, or discrimination, report it right away to your manager, the Human Resources Department, the Legal Department, or the Morpho Group Compliance Hotline (>”2.1.).
Do not allow a situation to continue by not reporting it, regardless of who is creating the situation.

1.2.5. Health and Safety

Morpho Group is committed to providing a safe and healthy workplace.
Threats, violent behavior, and possession of weapons of any kind are prohibited.
The use, distribution, sale, or possession of illegal drugs or any other controlled substance, except for approved medical purposes, is prohibited.
Comply with all health and safety laws and safety policies and procedures.
Promptly report any unsafe or hazardous conditions to managers.

1.2.6. Responsible Sourcing

We actively seek suppliers who share our ethical standards and commitment to environmentally sound and sustainable practices.
Perform due diligence on third-party suppliers.
Include renewable energy, pollution control, and sustainability among the factors in choosing suppliers.
Seek a diverse supply chain that reflects our employee base, customers, and partners around the world.

1.2.7. Personal Political Activity

Notify the Legal Department about plans to run for office and excuse yourself from any political matters involving Morpho Group.
Do not pressure or influence co-workers, customers, or business partners whom you know through your job at Morpho Group in matters related to your own personal political activity.
Take special care to make it clear that your political activities and expressed political views are personal and not those of Morpho Group.

1.2.8. Hypothetical Situation Question

I've noticed that one of our customers keeps making mildly sexual comments that seem to make one of my colleagues uncomfortable.
If that colleague never makes a complaint to Morpho Group, is there anything I can do? Do we have to accept the behavior to maintain the customer relationship? Answer

No. Even if an apparent target of the behavior does not make a complaint, he or she still may be uncomfortable.
You should talk to your manager, Human Resources, or the Legal Department. While Morpho Group is always mindful of customer relationships, we never want our employees to be in an uncomfortable work environment.
Morpho Group will take appropriate steps to address the behavior.

1.3. Disclosure of Information

Compliance Policy

We ensure management transparency by fairly and timely disclosing corporate information to our stakeholders, including our customers, suppliers, employees, and shareholders.

Code of Conduct and Ethics

1.3.1. Financial Controls & Disclosures

Produce accurate, fair, and timely records for management, directors, shareholders, government regulators, and others.
Ensure all books and records, including time sheets, sales records, and expense reports, are complete, accurate, and documented.
Never keep unrecorded, undisclosed, or off-the-books records.
Do not falsify or distort facts of any transaction.
Record and disclose transactions in a timely manner, supported by documentation.
Understand the importance of internal controls and comply with them.
Morpho Group will take appropriate steps to address the behavior.

1.3.2. External Inquiries

Morpho Group's activities are monitored by journalists, consultants, securities analysts, and others.
Do not contact these individuals or groups or respond to their inquiries, whether online (including social media), by phone, or otherwise, unless you are authorized to do so.
Direct all media inquiries for company information to Morpho.

1.4. Information Security

Compliance Policy

We protect all information deemed to be confidential (i.e. personal information, client information and our own classified information) and do not share such information with others without justifiable grounds.

Code of Conduct and Ethics

1.4.1. Protect Company Assets

Protect the Morpho Group's assets and ensure their efficient use.
Use company assets only for legitimate business purposes.
Do not use company assets or information for personal gain.
Do not take for yourself or your family members any opportunities that are discovered through the use of company assets and information.
Do not compete with Morpho Group.

1.4.2. Protect Company Information

Protect Morpho Group's confidential and proprietary information.
Maintain the confidentiality of information entrusted to you by Morpho Group and our customers, suppliers, and partners.
Do not share confidential information with anyone, including individuals within Morpho Group, unless they have a legitimate need to know and you are authorized to do so. Definitions

Confidential information includes all nonpublic information (regardless of its source) that might be of use to Morpho Group's competitors or harmful to Morpho Group or its customers, suppliers, or partners if disclosed.
Proprietary information includes intellectual property such as trade secrets, patents, trademarks, and copyrights, as well as business and marketing plans, engineering and manufacturing ideas, designs, databases, records and any non-public financial data or reports. Examples

Trade secrets and other intellectual property (IP).
Business or strategic operating plans and outlooks.
New product, brand, or marketing studies, developments, plans, or forecasts, and pricing policies and information.
Nonpublic information about:

  • Company operations, IT systems, contracts, and legal information.
  • Our employees, customers, or business partners.

Data that Morpho Group has a legal or contractual obligation to protect (e.g., credit card data, healthcare records, or personally identifiable information).

1.4.3. Protect Company Intellectual Property

Put copyright notices on all company materials, information, services, or other products intended for public distribution.
Respect the intellectual property of third parties, including competitors. Do not use it in any way that would violate the law or our values.
Report any unauthorized use of company copyrights, patents, trademarks, or other IP to the Legal Department.

1.4.4. Data Protection and Privacy

Understand how data is classified at Morpho Group.
Collect, use, retain, and transfer data and information about individuals in accordance with company policies and applicable data protection and privacy laws and regulations.
Store information using only company-approved storage devices.
Obtain proper authorization before sharing any confidential or personal information.

1.4.5. Information and Communications Systems

Limit personal use of email, the internet, and phones.
Do not access, download, or send material that is offensive, harassing, explicit, or otherwise inappropriate for work.
Avoid careless, exaggerated, or inaccurate statements that could be easily misunderstood or used against Morpho Group in legal proceedings or in the public domain.
Think before hitting Send.
Do not use personal software on work devices or download or redistribute copyrighted material, such as music and software, unless legally permitted.
Never share user IDs, passwords, access details, software, services, or authentication devices that are intended for individual use to gain access to a system.
Be cautious when opening email attachments and think before you click.
Use personal devices to store or access company data only with prior approval.
Report any suspected theft, breaches, or incidents to the IT Department.

1.4.6. Record Retention

Comply with the Document Retention Policy in your retention and disposal of company documents.

  • Destroy documents that are no longer needed in accordance with this policy.
  • However, keep all documents that relate to an imminent or ongoing investigation, lawsuit, litigation hold, or audit relating to Morpho Group.

1.4.7. Hypothetical Situation Question

I recently joined Morpho Group from a competitor, and have knowledge about some of the competitor's processes. Some of this information is confidential, but some, I believe, is not.
If I'm asked by my manager, may I share this information? Answer

No, you must not share information related to the competitor's business that you gained as an employee of the competitor.
If the information is confidential, you have a personal legal obligation to your former employer to protect it from disclosure, just as you would if you left the company to work for our competitor.
Sharing such information could put you and Morpho Group at legal risk.

1.5. Elimination of Antisocial Forces

Compliance Policy

We take a firm stand against antisocial forces that threaten the safety and well-being of society and refrain from any relations with such forces.

Code of Conduct and Ethics

Before starting a transaction, confirm that the other party is not an antisocial forces.
If you become involved with antisocial forces, you have to immediately terminate such a relationship.

2. Others

2.1. Reporting

If you have a concern, complaint, or question or want to report a violation relating to the Code, contact your:

  • Manager.
  • Human Resources Department.
  • Legal Department.
  • Internal Auditor.

You may also contact the Morpho Group Compliance Hotline to report any suspected violations (Refer to the document "Morpho Group Whistle-Blowing System").

  • All submissions are handled with all possible discretion.
  • Submissions may be made anonymously.

2.2. Retaliation

Morpho Group prohibits retaliation against anyone who:

  • Makes an inquiry or reports an allegation in good faith.
  • Truthfully cooperates in an investigation.

2.3. Violations

Employees in violation of this Code will be subject to disciplinary action, up to and including termination.
Violations also could lead to arrest and prosecution by law enforcement if such violations involve illegal activities.

2.4. For Further Information or Questions Contact

Your manager.
Legal & IP Group of Morpho