The aim of Renesas Electronics Group Code of Conduct is to state the standards that should be observed by all executives and employees of Renesas Electronics Group in order to realize the principles set forth in the Renesas Electronics Group Corporate Social Responsibility Charter.
Chapter 1: General Provisions
1. Aim of the Code of Conduct
The aim of Renesas Electronics Group Code of Conduct (this "Code of Conduct") is to state the standards that should be observed by all executives and employees of Renesas Electronics Group in order to realize the principles set forth in the Renesas Electronics Group Corporate Social Responsibility ("CSR") Charter. This Code of Conduct articulates the rules that should be observed in carrying out Renesas' business activities.
2. Code of Conduct
- (1) Compliance with Code of Conduct
In carrying out all aspects of Renesas Electronics Group's corporate activities, all executives and employees must act in accordance with this Code of Conduct, the applicable laws and regulations of the jurisdictions where Renesas operates, and all internal company regulations. Executives and management employees have a special responsibility to provide guidance and supervision to ensure compliance with this Code of Conduct by their subordinate employees, and executive and manager must set an example for those under their supervision.
- If an executives on an employee become aware of a problem or a potential problem while carrying out business activities, the responsible executives and employees must take initiative and either solve the problem (including taking action to prevent a recurrence of the problem) or implement preventive measures.
- (2) Establishment of required internal company regulations
The manager or executive in charge of each division/department must take the necessary steps to ensure the strict implementation of corporate activities in compliance with this Code of Conduct, including establishing internal company regulations consistent with the Code of Conduct, keeping employees informed of specific compliance standards, and offering advice and guidance.
3. Corrective action to violation of the Code of Conduct
- If an executive or an employee becomes aware of activity that violates or possibly violates this Code, the applicable laws of the jurisdictions, or internal company regulations, he/she must report the activity to his/her supervisor, management of the relevant divisions/departments, and/or the Renesas Electronics Group Hot-Line. In this case, the person reported shall be free from any disadvantage. In addition, information of the person who made a report as well as the reported contents shall be under strict control.
Chapter 2: Continuing to Earn the Trust of Society
The Renesas Electronics Group will act with integrity based on high ethical standards, and will ensure observance of the applicable laws of the jurisdictions where the Renesas Electronics Group operates in order to continue to secure the trust of Renesas' stakeholders.
1. Communication with stakeholders
- (1) We will disclose accurate corporate information including the Renesas Electronics Group's management policies, financial statements, operational activities, CSR activities, etc., at the appropriate time and so as to maintain corporate accountability.
- (2) We will humbly the feedback of our stakeholders and will strive to act in response to stakeholders' expectations.
2. Contribute to harmony between society and environment
- (1) We will contribute to society and will incorporate environmental considerations into all stages of our product life cycles, including research and development, design, procurement, production, sales, logistics, use and disposal.
- (2) We will strive to prevent pollution as well as to minimize the impact of our products and operations on the environment. When environmental problems arise, we will take appropriate steps to minimize the impact on the environment and to disclose accurate and necessary information.
- (3) We will disclose environmental information to our stakeholders and promote to communicate with society for the purpose of mutual understanding.
3. No forced/child labor
- (1) We will employ all employees on a voluntary basis, and will not practice or tolerate forced labor.
- (2) We will not use child labor. The term "child" refers to a person who is younger than the minimum age permitted for labor in a jurisdiction where Renesas operates.
4. No relations with anti-social groups
- (1) We take a firm stand against anti-social groups and other organizations that threaten the order and safety of civil society, and we will not participate in any relationship with such groups.
- (2) We will not take any action that may encourage anti-social groups and other organizations, such as offering economic benefits to them.
5. Donations and political contributions
- (1) We will comply with all laws and internal company regulations related to giving donations, and we will carefully consider the necessity and appropriateness of any proposed donation.
- (2) We will comply with all laws and internal company regulations related to political contributions, elections, and political activities, and will only participate in such activities, including making contributions, as permitted by law.
Chapter 3: For Sincere and Fair Operational Activities
The Renesas Electronics Group will seek to attain higher quality of all our group's products and services to ensure the constant satisfaction of and reliability for our customers. We will also pursue higher levels of safety in order to comply with all applicable laws and safety standards.
The Renesas Electronics Group will also carry out all corporate activities fairly and reasonably, complying with anti-monopoly Law and all applicable laws related to our operational activities.
1. Providing safety, trusty, and high quality products and service
- (1) We will provide products and services with full consideration for their safety, reliability, and quality. Products and services supplied to customers must meet all legally mandated product safety and quality standards and internal company regulations.
- (2) We will strive to provide customers with all relevant information needed in order to safely and confidently use and handle our products and services (e.g. product specifications, usage conditions, and correct usage environment etc.)
- (3) If a safety or quality problem should occur with a Renesas product or service, we will quickly identify the root cause, implement corrective measures, and take action to prevent a recurrence.
2. Ensuring to execute contracts
- (1) When starting business dealings, we will carefully consider the contract contents and conclude lawful and fair contract. Then we will sincerely execute the signed contracts.
- (2) When we conclude contract, we will follow a procedure set forth in internal company regulation.
3. Fair Competition
- (1) We will take no action such as making contracts, agreements, or otherwise that restricts prices, sales, quantities, technologies, products, equipment, clients, etc. We will not act in any way that could be interpreted as forming or participating in a cartel.
- (2) We will not participate in any gathering or conversation (including golfing or social events), official or unofficial, with competitors that may be construed as an attempt to restrict competition unless there is a lawful reason. We will not exchange or receive prohibited competitive information by means of social conversations, phone calls, or e-mails, especially in regard to the matters referenced in 3(1) above.
- (3) We will not act in any way that could be interpreted as restricting free and fair competition such as excluding or controlling the business activities of other companies, or preventing new entrants to the business areas in which we operate.
4. Appropriate relationships and fair dealing with sales partners
- (1) We will strive to create equitable and fair relationships with sales partners.
- (2) We will not engage in unfair or unjust dealings with sales partners so as to unjustly restrain their business (e.g. restrictions on resale prices, customers, marketing methods, etc.), exclude their business activities, and unfair discrimination, high pressure sale, resale price maintenance etc.
5. Fair procurement from suppliers
- (1) We will treat all suppliers equally and choose them for business dealings based on reasonable comparison and evaluation.
- (2) When we deal with suppliers, we will not engage in unfair or unjust activities such as excluding their business activities or abusing a dominant position (e.g. unjust restraints on business activities, forcing mutual dealings, delaying subcontract payments, unreasonably returning goods, demanding unjust price reductions, etc.).
6. Compliance with import and export laws
- As a member of the global society, when we import or export products, technology, services, etc., we will strive to maintain international peace and security, and will comply with all relevant domestic and international laws and internal company regulations relating to import and export activities.
7. Advertising and public relations
- (1) We will not make false representations or indications concerning the quality, performance, specifications, place of manufacture, or manufacturing methods of our products and services, or condition to transaction in our sales activities such as advertising and public relations, nor will we make representations or indications that may mislead customers.
- (2) We will not make representations or indications that defame third parties.
8. Respect of intellectual property rights and confidentiality of third parties
- (1) We will respect patents, utility model rights, design patent rights, trademarks, copyrights, mask work rights, trade secrets, and any other intellectual property rights held by third parties. We will not intentionally infringe or unlawfully use the intellectual property of third parties.
- (2) We will strive to manage Internet and software usage to prevent the infringement of third parties' copyrights and the copying, installing and use of software in violation of the applicable licensing terms.
- (3) We will not access or obtain confidential information owned by a third party through unlawful means. We will strictly manage the confidential information of third party in accordance with nondisclosure agreements and other such contracts, and will not improperly use the confidential information of third parties.
- (4) We will collect, use, and manage personal information appropriately and in accordance with applicable laws and internal company regulations.
- (5) We will not unlawfully access computer networks managed by third parties.
9. Prohibition of illegal entertaining and gift exchanging
- (1) We will carry out entertaining and gift exchanges between the Renesas Electronics Group and trading partners, etc. in compliance with applicable laws and internal company regulations. We will not act in any way that deviates from sound business practices or that transgresses social norms.
- (2) We will not act in any way that could be interpreted as offering money or any other kind of benefit to public officials or other such persons with the aim of gaining an unfair or illegal business advantage.
- (3) We will not act any way that could be interpreted as bribing or offering/promising/providing profits and/or benefits to foreign public officials such as officials of foreign governments, regional public organizations, or international organizations with the aim of gaining an unfair or illegal business advantage.
Chapter 4: For All People to Work Lively
The Renesas Electronics Group will comply with labor-related laws and strive to create and maintain a safe and healthy working environment in which employees can apply their talents and abilities. In addition, the Renesas Electronics Group expects each executive and employee to communicate appropriately and with respect in an effort to achieve mutual understanding.
1. Respect of human rights and prohibition of discrimination and sexual harassment
- (1) We respect human rights and we will not discriminate or make discriminatory comments based on race, beliefs, sex, age, social status, family origin, nationality, ethnicity, religion, disability, etc.
- (2) We will not tolerate any act that impairs the dignity of individuals such as sexual harassment.
- (3) Upon discovering instance of discriminatory behavior, harassment, etc., Renesas Electronics Group management employees must take appropriate remedial action and ensure that the proper internal controls are implemented to avoid a recurrence.
2. Protection of privacy
- (1) We will strictly manage the personal information of employees and other persons held by the Renesas Electrics Group in accordance with applicable laws.
- (2) Except where permitted or required by law, we will not disclose the personal information of employees and other persons held by the Renesas Electronics Group without the consent of the affected person. In those cases where it is necessary to disclose such information, we will do this cautiously, taking full consideration of issues such as the purpose, necessity, and extent of disclosure.
3. Maintenance of occupational safety and health
- We will always take care to maintain a safe and healthy working environment. If an accident should occur in the workplace, we will take measures to minimize the damage and to prevent a recurrence.
4. Improving individual performance
- We will make best efforts to improve our individual performance to maximize our competency. In addition, each executive and management employee will provide fair and appropriate management, guidance, and training to his/her subordinates to expand the subordinates' competency.
Chapter 5: To Be a Business Person of Good Sense
The Renesas Electronics Group expects executives and employees to always consider the Group's reputation and prestige, and to appropriately manage and protect all of the Group's tangible and intangible assets.
1. Dedication to work
- We will distinguish between work and our personal lives and be dedicated to work while we are on duty.
2. Prohibition of conflicts of interest
- (1) We will strive to act and exercise our judgment so as to benefit the Renesas Electronics Group.
- (2) We will not act toward competing companies or third parties against the interests of the Group, or in such a way as could be construed as acting against the interests of the Group.
3. Prohibition of insider trading
- We will not trade stocks or other securities based on material non-public information. In addition, we will not disclose any material non-public information to our families, acquaintances, etc.
4. Prohibition against receiving personal profit
- We will not receive any personal profit or benefit from our customers, clients or suppliers by taking advantage of our position.
5. Confidential Information
- (1) We will strictly manage Renesas' confidential information and we will not disclose such information without following procedures specified in internal company regulations, even after retiring from or otherwise leaving the Renesas Electronics Group.
- (2) We will not unjustly or improperly use Renesas' confidential information at any time, even after retiring or otherwise leaving the Group.
6. Accurate operational records/reports and appropriate account management
- (1) We will record and report information concerning the Renesas Electronics Group's financial affairs and any business activities accurately, thoroughly, and appropriately. We will not record or report false information, nor alter or falsify information.
- (2) We will carry out account management that is based on generally-accepted accounting principles and standards and comply with applicable laws and internal company regulations.
7. Appropriate management of intellectual property
- (1) We will maintain and protect the patents, utility models, design patents, trademarks, copyrights, mask work rights, trade secrets and any other intellectual property rights held by the Renesas Electronics Group and will follow the procedures specified in internal company regulations when granting rights under or transferring these rights to others.
- (2) We will appropriately manage and use the trademarked logo of the Renesas Electronics Group (Renesas Logo) in accordance with internal company regulations.
8. Appropriate use of Renesas Electronics Group assets
- We will not use or divert Renesas Electronics Group assets such as facilities, materials, equipment, cash, and information for private purposes or any purpose other than those related to Renesas' business. We will appropriately manage the Group's assets to prevent incidents such as loss, robbery, leakage, and unlawful use.
9. Appropriate use of information-related systems
- (1) We will appropriately use and manage information systems and computer networks ("Information-related Systems") in compliance with applicable laws and internal company regulations. We will not use Information-related Systems for unjust or inappropriate purposes or access them through unjust or inappropriate means.
- (2) We will use Information-related Systems for work purposes, and we will not use such Systems for private or personal purposes.
- (3) We will implement the necessary security measures in order to protect Information-related Systems from computer viruses, as well as information leakage and information system failure caused by unauthorized access, etc.