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SkyDrive Group Code of Ethics and Business Conduct
1. Introduction.
1.1 The Board of Directors of SkyDrive Inc. (together with its subsidiaries, “SkyDrive Group”) has adopted this Code of Ethics and Business Conduct (this “Code”) in order to:
(a) promote honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest;
(b) promote full, fair, accurate, timely and understandable disclosure in reports and documents that SkyDrive Group files with, or submits to, the applicable governmental authorities (the “Governmental Authorities“) and in other public communications made by SkyDrive Group;
(c) promote compliance with applicable laws, rules, regulations, and guidelines;
(d) promote the protection of SkyDrive Group’s assets, including corporate opportunities and confidential information;
(e) promote the protection of human rights;
(f) promote fair dealing practices;
(g) deter wrongdoing; and
(h) ensure accountability for adherence to this Code.
1.2 All directors, officers and employees are required to be familiar with this Code, comply with its provisions and report any suspected violations as described below in Section 11, Reporting and Enforcement. For the purposes of this Code, “director(s)” means director(s), Audit & Supervisory Board Member(s), and other member(s) of the Board of Directors at SkyDrive Group, and “employee(s)” means full-time or part-time employee(s) and other workforce member(s) at SkyDrive Group, except for directors and officers at SkyDrive Group.
2. Honest and Ethical Conduct.
2.1 SkyDrive Group’s policy is to promote high standards of integrity by conducting its affairs honestly and ethically.
2.2 Each director, officer and employee must act with integrity and observe the highest ethical standards of business conduct in his or her dealings with SkyDrive Group’s customers, suppliers, business partners, service providers, competitors, employees and anyone else with whom he or she has contact in the course of performing his or her job.
3. Conflicts of Interest.
3.1 A conflict of interest occurs when an individual’s private interest (or the interest of a member of his or her family) interferes, or even appears to interfere, with the interests of SkyDrive Group as a whole. A conflict of interest can arise when an employee, officer or director (or a member of his or her family) takes actions or has interests that may make it difficult to perform his or her work for SkyDrive Group objectively and effectively. Conflicts of interest also arise when an employee, officer or director (or a member of his or her family) receives improper personal benefits as a result of his or her position in SkyDrive Group.
3.2 Loans by SkyDrive Group to, or guarantees by SkyDrive Group of obligations of, employees or their family members are of special concern and could constitute improper personal benefits to the recipients of such loans or guarantees, depending on the facts and circumstances. Loans by SkyDrive Group to, or guarantees by SkyDrive Group of obligations of, any director or officer or their family members are expressly prohibited.
3.3 Whether or not a conflict of interest exists or will exist can be unclear, conflicts of interest should be avoided unless specifically authorized as described in Section 3.4.
3.4 Persons other than directors and officers who have questions about a potential conflict of interest or who become aware of an actual or potential conflict should discuss the matter with, and seek a determination and prior authorization or approval from, their supervisor or the Chief Executive Officer/the President at the SkyDrive Group entity. A supervisor may not authorize or approve conflict of interest matters or make determinations as to whether a problematic conflict of interest exists without first providing the Chief Executive Officer/the President with a written description of the activity and seeking a written approval of the Chief Executive Officer/the President. If the supervisor is themself involved in the potential or actual conflict, the matter should instead be discussed directly with the Chief Executive Officer/the President.
Directors and officers must seek determinations and prior authorizations or approvals of potential conflicts of interest exclusively from the Board of Directors, and must report the material facts on the relevant transaction with respect to the conflict of interest to the Board of Directors without delay after such transaction.
4. Compliance.
4.1 Employees, officers and directors should comply, both in letter and spirit, with all applicable laws, rules, regulations, and guidelines in the cities, prefectures/states and countries/regions in which SkyDrive Group operates as well as all applicable internal policies, rules, and guidelines at SkyDrive Group.
4.2 If a director, officer or employee is uncertain what laws, rules, regulations and guidelines or SkyDrive Group internal policies, rules and guidelines apply to him or her or if he or she believes there may be a conflict between different applicable laws, such director, officer or employee must consult with the Legal & Compliance Department at SkyDrive Inc. and/or the administrative department at the relevant SkyDrive Group entity before proceeding.
4.3 Each director, officer and employee must always abide by all applicable antitrust laws and competition laws (“Antitrust Laws”). SkyDrive Group does not seek competitive advantages through illegal or unethical business practices. Antitrust Laws are designed to protect customers and the competitive process and generally prohibit SkyDrive Group from:
(a) establishing price fixing arrangements with competitors or resellers;
(b) sharing pricing information or other competitive marketing information (including production and inventory information) with competitors or allocating markets or clients with competitors;
(c) entering into agreements with competitors or clients to boycott particular suppliers, customers or competitors; and
(d) establishing a monopoly or attempted monopoly through anticompetitive conduct.
Noncompliance with Antitrust Laws can have extremely negative consequences for SkyDrive Group. If a director, officer or employee has questions regarding Antitrust Laws or is uncertain whether a contemplated action raises unfair competition or antirust issues, such director, officer or employee shall contact the Legal & Compliance Department at SkyDrive Inc.
4.4 Each director, officer and employee must fully comply with all applicable anti-corruption laws, including the Criminal Law and the Unfair Competition Prevention Act of Japan, the U.S. Foreign Corrupt Practices Act (“FCPA”), and the UK Bribery Act, which apply globally. Employees, officers and directors must not render public officials or persons in a similar position any economic favor such as money, gift or other favor, for the purpose of securing any improper advantage or excess the range of normal social courtesies. Employees, officers and directors must not pay any agent, advisor or consultant any commission which they have reason to know will be used for influencing public officials or persons in a similar position in an unlawful manner. If a director, officer or employee is uncertain about the appropriateness of the actions, such director, officer or employee shall contact the Legal & Compliance Department at SkyDrive Inc.
4.5 No director, officer or employee may purchase or sell any securities of a SkyDrive Group entity without prior authorizations or approvals of the Board of Directors while in possession of material nonpublic information regarding SkyDrive Group, nor may any director, officer or employee purchase or sell another company’s securities while in possession of material nonpublic information regarding that company. It is against SkyDrive Group policies and illegal for any director, officer or employee to use material nonpublic information regarding SkyDrive Group or any other company to:
(a) obtain profit for himself or herself; or
(b) directly or indirectly “tip” others who might make an investment decision on the basis of that information.
5. Human Rights; Equal Employment Opportunity and Unlawful Harassment.
5.1 SkyDrive Group respects human rights of SkyDrive Group’s stakeholders affected by corporate activities, and contributes to the effective abolition of child labor and the elimination of forced labor. SkyDrive Group strictly prohibits the use of child labor and/or forced labor in its supply chain. It is the policy of SkyDrive Group not to enter a business relationship with any suppliers, business partners, or other service providers that use or are suspected of using any form of child labor and/or forced labor, including in their own supply chains.
5.2 SkyDrive Group affords equal employment opportunity to all qualified persons without regard to any impermissible criterion or circumstance. This means equal opportunity in regard to each individual’s terms and conditions of employment and in regard to any other matter that affects in any way the working environment of the employee. SkyDrive Group does not tolerate or condone any type of discrimination prohibited by law, including harassment. It is the policy of SkyDrive Group to treat all employees with respect and dignity. SkyDrive Group prohibits any form of harassment including harassment based on an employee’s gender, race, national origin, religion, age or disability.
6. Disclosure.
6.1 SkyDrive Group’s periodic reports and other documents filed with the Governmental Authorities, including all financial statements and other financial information, must comply with applicable securities laws and rules.
6.2 Each director, officer and employee who contributes in any way to the preparation or verification of SkyDrive Group’s financial statements and other financial information must ensure that SkyDrive Group’s books, records and accounts are accurately maintained. Each director, officer and employee must cooperate fully with SkyDrive Group’s accounting and internal audit departments, as well as SkyDrive Group’s independent public accountants and counsel.
6.3 Each director, officer and employee who is involved in SkyDrive Group’s disclosure process must:
(a) be familiar with and comply with SkyDrive Group’s disclosure controls and procedures and its internal control over financial reporting; and
(b) take all necessary steps to ensure that all filings with the Governmental Authorities and all other public communications about the financial and business condition of SkyDrive Group provide full, fair, accurate, timely and understandable disclosure.
7. Protection and Proper Use of SkyDrive Group’s Assets.
7.1 All directors, officers and employees should protect SkyDrive Group’s assets and ensure their efficient use. Theft, carelessness and waste have a direct impact on SkyDrive Group’s profitability and are prohibited.
7.2 All SkyDrive Group’s assets should be used only for legitimate business purposes. Any suspected incident of fraud or theft should be reported for investigation immediately.
7.3 The obligation to protect SkyDrive Group’s assets includes SkyDrive Group’s proprietary information. 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 nonpublic financial data or reports. Unauthorized use or distribution of this information is prohibited and could also be illegal and result in civil or criminal penalties.
8. Corporate Opportunities.
All directors, officers and employees owe a duty to SkyDrive Group to advance its interests when the opportunity arises. Directors, officers and employees are prohibited from taking for themselves personally (or for the benefit of friends or family members) opportunities that are discovered through the use of SkyDrive Group’s assets, property, information or position. Directors, officers and employees may not use SkyDrive Group’s assets, property, information or position for personal gain (including gain of friends or family members). In addition, no director, officer or employee may compete with SkyDrive Group.
9. Confidentiality.
Directors, officers and employees should maintain the confidentiality of information entrusted to them by SkyDrive Group or by its customers, suppliers or business partners, except when disclosure is expressly authorized or is required or permitted by law. Confidential information includes all nonpublic information (regardless of its source) that might be of use to SkyDrive Group’s competitors or harmful to SkyDrive Group or its customers, suppliers or business partners if disclosed.10. Fair Dealing.
Each director, officer and employee must deal fairly with SkyDrive Group’s customers, suppliers, business partners, service providers, competitors, employees and anyone else with whom he or she has contact in the course of performing his or her job. No director, officer or employee may take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of facts or any other unfair dealing practice.11. Reporting and Enforcement.
11.1 Reporting and Investigation of Violations.
(a) Actions prohibited by this Code involving directors or officers must be reported to the Compliance Committee(s) at the SkyDrive Group.
(b) Actions prohibited by this Code involving anyone other than a director or officer must be first reported to the Chief Executive Officer/the President at the SkyDrive Group entity directly or through the reporting person’s supervisor, the Whistleblowing Systems or other available methods or channels at the SkyDrive Group entity, and then must be reported to the Compliance Committee(s) at the SkyDrive Group.
(c) After receiving a report of an alleged prohibited action, the Compliance Committee(s) must promptly take all appropriate actions necessary to investigate.
(d) All directors, officers and employees are required to cooperate in any internal investigation of misconduct.
11.2 Enforcement.
(a) SkyDrive Group must ensure prompt and consistent action against violations of this Code.
(b) If, after investigating a report of an alleged prohibited action by a director or officer, the Compliance Committee(s) determines that a violation of this Code has occurred, the Compliance Committee(s) will report such determination to the Management Meeting of SkyDrive Inc. as well as the Board of Directors of SkyDrive Inc.
(c) If, after investigating a report of an alleged prohibited action by any other person, the Compliance Committee(s) determines that a violation of this Code has occurred, the Compliance Committee(s) will report such determination to the Management Meeting of SkyDrive Inc. as well as the Board of Directors of SkyDrive Inc. as needed.
(d) Upon receipt of a determination that there has been a violation of this Code, the Board of Directors, the Management Meeting, the Compliance Committee(s) and/or the Chief Executive Officer/the President at the SkyDrive Group entity will take such preventative or disciplinary action as it deems appropriate, including, but not limited to, reassignment, demotion, dismissal and, in the event of criminal conduct or other serious violations of the law, notification of appropriate governmental authorities.
11.3 Waivers.
(a) Subject to the applicable laws and rules, each of the Board of Directors, the Management Meeting and other independent committee assigned by the relevant SkyDrive Group entity may, in its discretion, waive any violation of this Code.
(b) Any waiver for a director or an officer shall be disclosed as required by the applicable laws and rules.
11.4 Prohibition on Retaliation.
SkyDrive Group does not tolerate acts of retaliation against any director, officer or employee who makes a good faith report of known or suspected acts of misconduct or other violations of this Code and who cooperates in the internal investigation of misconduct or violation.
Effective Date: This Code is effective as of June 20, 2024, following approval by the Board of Directors of SkyDrive Inc.