Code of Ethics

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This is an introduction of the ethical value system and norms based on which NICE Group carries on its business activities. This is an introduction of the ethical value system and norms based on which NICE Group carries on its business activities.

Under the management philosophy of ‘Fair & Transparent Management,’ ‘Self-driven Management,’ and ‘Impartial Management,’ NICE Group executives and Employees are working diligently to achieve the vision of ‘Networking “I” for Creating Every value’ – networking every piece of information to help businesses and individuals alike use it in a value-creating way.

We recognize that creating a fair and transparent ethical corporate culture is the key to that end. Thereby, we have drawn up a code of ethics as guidelines for the Company’s executives and employees in their behaviors and decision-making. We pledge to fulfill our due responsibilities for the sake of our customers, shareholders, employees, the state and society as well.

1. Maximize customer trust: Keeping in mind that customer trust is the foundation of the business and the source of growth and profits, the Employees should do their best to earn and maintain consumer trust with honest and trustworthy business practices by respecting diverse opinions of customers and actively responding to their expectations and needs.

2. Provide value to customers: Taking customer satisfaction as the top priority for their decision-making and business practices, the Employees should provide the highest quality services to customers at a reasonable price and work tirelessly to create more satisfying and valuable services for them.

3. Protect customer information and interests: The Employees should protect business-related information of customers with a great care under the principles of a good management and do not use the information for non-business purposes or disclose it without cutomers’ prior consent. And the Employees should make sure that customer interests are not infringed upon by any unethical or illegal behaviors.

1. Protect shareholder interests: The Company should do its best to protect the shareholders’ interests by securing profitability in a stable and continuous manner with rational and efficient management.

2. Provide fair and transparent information to shareholders: The Company should provide useful information to shareholders in a timely manner and do not provide any undisclosed information to a selected group of shareholders exclusively.

3. Protect shareholder rights: The Company should guarantee shareholders exercise their rights and strive to get an accurate and fair assessment of the corporate value through effective public relations and investor relations strategies.

1. Contribute to the society with best business practices: The Company should comply with laws and regulations related to best business practices, create employment by making profits in fair competition and trade, and faithfully pay taxes contributing to the development of the country.

The Company should encourage its employees to participate in community activities and volunteering and to paly an active role in environmental protection.

2. Prohibit corporte political engagment: The Company should not engage in politics. However, it can take a position on government laws and legislation that may have an impact on its interests.

The suffrage and political positions of the executives and employees are respected, but care must be taken so that individual views are not misunderstood to represent those of the Company.

1. Repect Employees: The Company should acknowledge the basic rights of employees and treat each of them as an independent person with dignity.

The Company should find and actively implement the ways to refine working conditions like improving working environment and redesigning jobs, so that Employees can work with a gerater sense of ownership and feel proud and rewarded.

2. Fairness in human resource managment: The Company denounces any discriminatory behavior regarding gender, religion, region and educational background in recruitment, job assignmen and promotion, and should evaluate and compensate emplyees fairly according to their competency and performance.

3. Human resource development: The Company should respect individuality of employees and support their self-development so that they can become more active, self-motivated and createive in their way of thinking and behavior, and develop human resources from a long-term persepective.

4. Create an employee suggestion program: The Company should have an employee suggestion program and create an environment in which employees are encouraged to submit helpful ideas or any difficulities they may be expriencing at workplace.

The Company should establish an open communication system to resolve misunderstandings, and disclose sufficient information to help employees understand the Company’s business goals better and achieve them.

1. Basic code of ethics for NICE employees: The Employees should share the high ethical standard of the NICE group which values trust the most and should act with fairness and honesty to strengthen the Company’s reputation.

The Employees should always be aware of their responsibilities and authority given in accordance with the Company’s vision and management philosophy and carry out their work with their capabilities focused on ‘the NICE Way’ to implement the vision and mission of the Company - Networking “I” for Creating Every Value.

2. Ban private use of the Company assets: The Employees should not use the Company’s assets for personal purposes and should put the Company’s interests ahead of their own when a clash between personal or self-serving interests and professional duties or responsibilities arises.

The Employees should use personal information obtained in the process of providing services only to do their particular job and be in compliance with the Company’s regulations and control procedures in collecting, creating, recording, saving, retaining, editing, searching, printing, correcting, recovering, using, supplying, disclosing and discarding of the personal information.

The Employees should not work for other commercial enterprises while being employed by the Company, nor engage in profit-making business without permission from the Company.

3. Prohibit insider trading: All employees of the Company should not use customers’ information obtained during official duties for their own profit-making activities such as buying or selling stocks.

4. Prohibit receiving gift or gratuities from interested parties: All employees of the Company should not receive, request or promise benefits such as money, gifts, securities, real estate, goods, accommodation voucher, coupons, tickets, right of using real estate; explicit or implict economic benefits such as treating food, liquor, games of golf, providing travel and lodge expenditures,debt write-offs, job, transfer of interest rights; treats or corresponding economic benefits (money or gifts, hereafter) from the interested parties.

Any employee having recieved money or gifts from the interest parties is required to report it to the department of Fair & Transparent Management and the gifts must be returned.

However, there are exemptions as followings;
A. Meals and refreshments necessary for business meetings and negotiations.
B. Transporation, lodging, meals, souvenirs or promotional products provided by the organizer to all attendees at business-related events.
C. Souvenirs or promotional products to be distributed to an unspecified majority of people.

5. Reject external solicitation and prohibit soliciation & unlawful intervention: The Employees should not solicit or intervene illegally in the Company’s business activities for themselves or for others, such as recruitment, promotion, transfer, purchases and contracts, and should reject any soliciation or pressure from outside.

6. Self-development: The Employees need to know the skills and attributes of human resources required in the era of specialization and globalization, and make steady efforts to meet up to the demand through self-development.

Preamble

Main Text

Chapter 1 General rules

All employees shall properly understand and observe the Code of Ethics, which provides the standards for moral conduct and values for our employees to be adhered to in developing a fair, transparent, ethical corporate culture.

Chapter 2 Ethics towards customers

1. Maximization of customers’ trust
Realizing that customers’ trust is the source of our growth, profit, and business foundation, we strive in earnest to respect customers’ diverse opinions and actively meet their expectations and requirements to earn their lasting trust based on our credibility and integrity.
2. Provision of values to customers
We shall continue to work tirelessly to create valuable services satisfying the customers with best quality services at reasonable prices by making the customers' satisfaction as a top-priority criterion for our judgment and conduct.
3. Protection of customers’ information and interests
We protect customers' information acquired in connection with our work in utmost good faith and prudence, will not internally or externally leak the information or use them for purposes other than authorized work activities unless approved by the customers in advance, and will prevent their interests from being infringed upon through unethical or unlawful acts.

Chapter 3 Ethics toward the shareholders

1. Protection of the shareholders’ interests
We give our utmost to protect the shareholders' interests by steadily realizing sound profits in a stable manner through a reasonable and efficient management.
2. Provision of fair information to the shareholders
We timely provide useful information to the shareholders but will not provide undisclosed information to certain limited shareholders.
3. Protection of the shareholders’ rights
We ensure that shareholders' rights are fairly exercised and strive to receive a fair evaluation of enterprise value through effective public relations and IR.

Chapter 4 Ethics of the company

1. Respect for our employees
The company respects the basic rights of each employee and treats each employee as independent individuals with dignity. The company seeks and actively implements ways to continuously improve the quality of work life, such as improving the working environment and job realignment, so that employees can feel pride and satisfaction through their work with a sense of ownership.
2. Fair human resources management
The company does not discriminate on the basis of gender, religion, birthplace, school affiliation, etc. in hiring, work-related duties, promotion, etc., and applies fair human resources standards according to competency and performance to fairly evaluate and compensate employees.
3. Development of human resources
The company respects our employees' individuality, actively supports the development of skills, and nurtures talent from a long-term perspective so that each employee can actively engage in independent and creative thinking and practices.
4. Development of internal open communication system
The company creates a culture where employees may freely make suggestions through an internal open communication system that enables them to actively express their opinions and difficulties. The company establishes a seamless communication system to resolve misunderstandings and discloses sufficient information so that employees can be aligned with the company's management goals, roles, & duties to be actively implemented.

Chapter 5 Ethics of our employees

1. Basic ethics of employees of NICE Holding Inc.
Employees shall strive in earnest to enhance the company's prestige and reputation by practicing integrity and fairness in daily life activities and exhibiting exemplary ethics and pride in NICE Holdings that places a top-priority on trust. Employees will faithfully perform their duties focusing their resources based on the NICE way for realizing NICE vision and mission (Networking “I” for Creating Every value) by clearly recognizing the responsibilities and authority assigned to them based on the company's vision and management philosophy.
2. Prohibition of personal use of company assets
Employees will abstain from using the company's assets for their personal purposes and will prioritize the company's interests in performing their duties where their interests conflict with that of the company. Employees will use all personal information acquired in connection to their duties only for the purpose of performing their duties and will follow the company's regulations and control procedures in collecting, generating, recording, storing, holding, processing, editing, outputting, correcting, restoring, using, providing, disclosing, destroying and all other similar acts related to the personal information related to their duties. Employees will not disclose any information assets or trade secrets acquired in connection to their duties for purposes other than their performance of duties, including various credit information, trade secrets, management and marketing strategies, and customer related information. They will return all of such information to the company when they leave (or resign from) the company and will not provide to any third parties or use them after leaving (resigning from) the company unless approved by the company in advance. Employees will not perform duties of other for-profit companies or operate any for-profit business without the company’s approval.
3. Prohibition on equity investments using insider information
Employees shall not engage in for-profit activities, such as stock trading, using insider information concerning customers acquired in performing their duties.
4. Prohibition of offering or accepting money or other valuables from stakeholders
4.1 Employees (including executives in senior management)
Employees shall not provide any financial benefits, such as money or other valuable items, financial instruments, real properties, goods, hotel coupons, membership, admission tickets, discount coupons, invitation, viewing tickets, right to use real properties, etc., entertainment with food, liquor, golf, etc. or any privileges for transportation, lodging, etc., exempt liabilities, offer employment, grant benefits, etc., or receive from, demand to or promise any tangible or intangible interests, entertainment, corresponding economic benefits (hereinafter ‘money, etc.’) to or from any stakeholders. When our employees receive any money or other valuables from stakeholders, they should report it to the department responsible for upstanding/ ethical management and return such money or valuables. However, this will not apply in the cases listed below-:
a. Meals or beverages required for business consultation
b. Transportation, lodging, meals, souvenir items or promotional articles the host uniformly provides to the participants to official work-related events related to duties
c. Souvenir items or promotional articles designed to be distributed to unspecific multiple parties
4.2. Employees (including executives) performing public/ official duties
When employees perform public/ official duties as in conformity with Article 11 (1) of the Act on Improper Solicitation and Graft (hereinafter ‘the Act’), employees (including executives) and their spouse shall not demand or promise any money or other valuables prohibited under the Act. If any employees who perform public/ official duties receive any sums of money or other valuables whose provision and acceptance is prohibited for performing their duties, or their provision is promised or explicitly intended, or become aware that their spouses have received such items or provision or explicit intention thereof, such items shall be returned or arranged to be returned, and shall also express their rejection to the providing or offering person without delay. Also, employees shall report the related information to the head of the state-run agency that has installed a committee, the supervising or delegated agency, and then submit a report to the department responsible for upstanding/ ethical management. However, this will not apply to cases where the provision and acceptance of money or other valuables is not prohibited under policies & internal regulations as follows:
a. Food worth KRW 30,000 or expenditure for commendations and bereavements of up to KRW 100,000 or gift items of KRW 50,000 or less, provided for the purposes of uninterrupted performance of duties, social, ceremonial rites or mutual assistance;
b. Money or other valuables provided based on a legitimate source of right/ authority, including performance of liabilities for private transactions (excluding donation);
c. Transportation, lodging, food, or other items of monetary values the host of official work-related events uniformly provide to the attendees within the ordinary scope; or
d. Souvenir or promotional items for distribution to unspecified multitude or compensation or goods given through competition or drawing
5. Refusal of external solicitation or prohibition of solicitation or unlawful intervention
5.1. Employees
Employees shall not solicit or intervene illegally in the company's operations, including their own or others' personnel management, such as employment, promotion, or transfer, purchase, and contracting. They shall also reject any solicitation or pressure from outside parties.
5.2. Performance of roles & duties as employees
Our employees shall not perform their public/ official duties based on illegal solicitation in conformity with laws concerning the performance thereof in the course of work. When they receive any illegal solicitation in connection with their performance of their public official-related duties, they shall inform the solicitor of the illegality and shall clearly express their refusal. If they receive the same illegal solicitation despite such actions, they shall also report the related information to the head of the state agency that has established a committee, the supervising or delegated agency, and then submit a report to the department responsible for upstanding/ ethical management.
6. Self-development
Our employees shall consistently strive in earnest to present and adopt an exemplary image befitting the era of globalization and specialization through continued self-development by voluntarily establishing the desirable image.
Chapter 5-2 Ethics toward government officials
1. Prohibition of unlawful solicitation to government officials, etc.
Employees shall not make any illegal solicitation prohibited under the law directly or indirectly through third parties to government or civil servants or persons engaging in public/ official duties, representatives, officers, or employees of the press or media outlets in conformity with Article 2 Subpara 2 of the Act on Illegal Solicitation or Graft (hereinafter ‘the Act’).
2. Prohibition of provision of money or other valuables to government officials, etc.
Employees (including executives) shall not provide, offer or promise the provision of any money or other valuable items whose provision and acceptance is prohibited to government or civil servants or persons engaging in public/ official duties, representatives, officers, or employees of any press companies or their spouse, in conformity with Article 2 Subpara 2 of the Act on Illegal Solicitation or Graft (hereinafter ‘the Act’). However, this will not apply to money or other valuables whose provision and acceptance is not prohibited under policies & internal regulations as follows:
a. Food worth KRW 30,000 or expenditure for commendations and bereavements of up to KRW 100,000 or gift items of KRW 50,000 or less, provided for the purposes of uninterrupted performance of duties, social, ceremonial rites or mutual assistance;
b. Money or other valuables provided based on a legitimate source of right/ authority, including performance of liabilities for private transactions (excluding donation);
c. Transportation, lodging, food, or other items of monetary values the host of official work-related events uniformly provide to the attendees within the ordinary scope; or
d. Souvenir or promotional items for distribution to unspecified multitude or compensation or goods given through competition or drawing
3. Familiarity or conversance with prohibition of illegal solicitation or provision of bribery to government officials, etc.
Employees should familiarize themselves with the Act on Illegal Solicitation and Graft and other related policies & internal regulations to always carry themselves with integrity. They shall adhere to the company's internal policies by embodying them by actively participating in training or other programs to understand them. The company as a whole should give substantial care and supervision concerning related duties in order to prevent such unlawful acts by the company, employees (including executives), or stakeholders. To that end, the company should provide internal training while establishing policies or internal regulations and steadily maintaining the internal control system. The company shall also introduce a monitoring system concerning their external activities and related expenditure and improve processes for reporting and handling unethical acts.
4. Report of breaches or violations
Any employees who become aware of the occurrence or continuance of acts breaching or violating the Act on Illegal Solicitation and Graft (herein ‘the Act’ in this Article) may report the details to any of the state-run agencies with authority listed as follows:
a. The state-run agency where the breaching or violating act has occurred or its supervising agency;
b. Board of Audit and Inspection or law-enforcement agencies;
c. Anti-Corruption & Civil Rights Commission
Any employees (including executives) who become aware of the occurrence or continuance of acts breaching or violating under this Chapter in connection with their duties should report the details to the department responsible for upstanding/ ethical management and should also inform the department when they have reported the same to an outside agency. The department responsible for upstanding/ ethical management may conduct investigation, provide opportunities for clarification, or order corrective actions against the breaches or violations jointly with the concerned department. The department responsible for upstanding/ ethical management should also take necessary actions after immediately reporting to the CEO when such breaches or violations continue despite such actions.

Chapter 6 Ethical conduct between executives & employees

1. Prohibition of monetary transactions between executives and employees
Employees shall not conduct any monetary transactions between them, including loans, provision of security, guaranty, or provision and acceptance of money or other valuable items. However, this will not apply to provision or acceptance of gift items or money for congratulation or condolence within the limit permitted under the social common sense.
2. Understanding and cooperation between executives, employees and departments
Our employees should mutually understand and cooperate with each other between supervisors, subordinates, peers, departments, etc. Supervisors should assist and guide their subordinates to perform their roles & duties well by following the relevant policies & internal regulations, while subordinates should faithfully follow the work instructions from their supervisors.
3. Prohibition of unlawful or illegal instructions
Supervisors shall not issue unlawful or illegal orders. Subordinates may not follow such orders after clarifying the cause to the supervisors in writing. If such unlawful or illegal orders are continued despite such clarification, the subordinates should immediately report the department responsible for upstanding/ ethical management or the CEO.
4. Prohibition of sexual harassment
Employees shall not commit any acts or remarks corresponding to sexual harassment as exemplified below by understanding that sexual harassment is a factor that infringes human rights and degrades a professional atmosphere.
a. Acts coercing serving of wine or dancing at office dinners;
b. Acts of making sexual innuendos or lewd comments on appearance;
c. Acts of saying obscene jokes or asking sexually explicit information;
d. Acts of displaying or showing obscene photos, pictures, etc.; or
e. Other remarks or acts that are deemed to inflict feelings of sexual humiliation or offense under social norms and common sense
5. Prohibition of harassment at the workplace
Employees (including executives) shall not commit any harassment acts as described below to fellow staff members using their advantage of position or relations at the workplace:
a. Acts of inflicting physical violence or making threats;
b. Continuous or repeated cursing or abusive language;
c. Insulting an employee in front of others or online, or damaging the reputation of others by disseminating rumors related to private/ personal affairs;
d. Acts of instructing private duties, including demanding personal errand repeatedly without a reasonable reason;
e. Acts of denying or ridiculing the job ability or performance of others without a reasonable reason;
f. Acts of ostracizing someone collectively, excluding or neglecting someone from important information or decision-making process without a justifiable reason;
g. Acts of instructing someone to do duties or chores irrelevant from those specified in the employment contract for a considerable period without a justifiable reason;
h. Acts of assigning nearly no duties for a considerable period without a justifiable reason; or
i. Other acts of inflicting physical or mental pains on other staff members or degrading work conditions in excess of the proper limit of duties

Chapter 7 Ethics toward the state and society

1. Contribution to sound business activities
The company should faithfully comply with various policies & internal regulations related to the performance of sound business activities and should contribute to the development of the country by faithfully paying taxes while creating jobs and realizing sound profits through fair competition and trade. The company should guarantee the officers’ and employees’ sound community activates and participation in volunteer services.
2. Prohibition of the company’s participation in politics
The company will not get involved in politics. However, the company may express its position on the enactment of policies or internal regulations, or relations related to its interests. The personal suffrage and political positions of all employees are respected, but employees shall be careful not to have their personal opinion misunderstood as the company’s official position.

Chapter 8 Targets of code applicatio

1. Applicable targets
This Code of Ethics is applied to the company and all our employees.
2. Interpretation of the Code of Ethics
In applying the Code of Ethics to the company's operations, if its interpretation standards are not clear, it should be consulted with the relevant division head or the department responsible for upstanding/ ethical management. The interpretation of key issues should be requested to the department responsible for upstanding/ ethical management and the CEO.
3. Training on the Code of Ethics
The division heads and office managers should provide training on the newly hired recruits, executives, and employees one or more times a year so that they may observe this Code of Ethics. In addition, all employees will sign a sworn statement in the annex when hired or trained.
4. Report and handling of violations of the Code of Ethics
Any of our employees (including executives) that are aware of violations of this Code of Ethics may report the details to the department responsible for upstanding/ ethical management by e-mail, fax, mail, phone, etc.
The department responsible for upstanding/ ethical management should guarantee the confidentiality of the details reported of violations of the Code of Ethics and should also ensure the whistleblower does not suffer retribution or disadvantage due to filing a report. The person in charge of the department responsible for upstanding/ ethical management should check the facts related to the officers' or employees' violation of the Code of Ethics (including Chapter 4 and 4-2). When it is determined to be necessary, the HR department may be requested to proceed with the disciplinary action procedure based on the internal policies related to disciplinary punishment.

Addenda

Article 1 (Enforcement date) These Regulations will be enforced from October 1, 2020.

Attachment
Statement of Oath on Upstanding (Ethical) Management

I, the undersigned, hereby pledge that I fully understand the Code of Ethics and will do my utmost to abide by it as an employee of NICE Holdings Co., Ltd.

I also pledge that I shall fully comply with the contents of the Code of Ethics in earnest and shall be liable to any disciplinary actions resulting from my violations/ misconduct based on relevant laws and internal policies & regulations.

Date(MM. DD, YYYY)
Nice Holdings Co., Ltd. Department Name (Signature)

Ethics management

This is an introduction of the ethical value system and norms based on which NICE Group carries on its business activities. This is an introduction of the ethical value system and norms based on which NICE Group carries on its business activities.

Code of Ethics