Kioxia Group Standards of Conduct

April 1, 2022

Introduction

The Kioxia Group Mission: Uplifting the World with “Memory”. By evolving “memory,” we create uplifting experiences and change the world.

 

Our business activities revolve around our Corporate Vision that, with progressive memory technology as the core, we offer products, services and solutions that create choice and define the future.

 

In order to contribute to society through our products, services and solutions based on our mission and vision, we have established Kioxia Group Standards of Conduct (hereinafter called “SOC”). The SOC is the basis to guide our activities so that we can conduct business under the principles of fairness, integrity and transparency, and contribute to the establishment of a sustainable society.

 

The management team of each Kioxia Group Company will develop an effective governance structure to promote and implement the SOCs in their companies as well as their group subsidiaries. Where problems arise, they will endeavor to resolve them, investigate their causes, and implement preventive measures under their own initiative. All directors, officers, and employees of Kioxia Group Companies will strive to comply with the SOCs in the course of their business activities, ensuring that we continue to be a good corporate citizen. (Kioxia Group Companies, their directors, officers, and employees are hereinafter collectively called “KIOXIA.”)

1. Sound Business Management

1-1. Corporate Governance

KIOXIA will develop internal control systems that effectively enhance management transparency through reliable risk management and compliance with applicable laws, regulations, social and ethical standards. KIOXIA will also engage appropriately with the stakeholders of the Kioxia Group through information disclosure and communication.

1-2. Asset Management, Prevention of Conflict of Interests and Insider Trading

KIOXIA will use the group’s assets, both tangible and intangible, only for appropriate purposes and in an appropriate manner, and protect those assets through monitoring their use and implementing measures to prevent damage.  Directors, officers, and employees will act in the best interest of the company and will not abuse the company assets, their standing in the company, the authority accorded to them, or corporate information obtained internally or externally through their works, to improperly pursue their personal interests or those of third parties. Directors, officers, and employees will avoid any business relationships with suppliers, customers or competitors of the company that create any conflict of interests.

1-3. Records and Reports

KIOXIA will create appropriate accounting records, major meeting minutes, product feature data, and all other records or reports that are crucial to its business and significant to its stakeholders, accurately and in a timely manner.  KIOXIA will control these records appropriately according to established confidentiality and retention policies.

1-4. Proper Accounting

KIOXIA will comply with all applicable laws and regulations governing accounting procedures and conduct proper accounting management and financial reporting in accordance with generally accepted principles. Furthermore, KIOXIA will implement effective internal controls in order to ensure appropriate financial reporting.

1-5. Proper Tax Declaration and Payment

KIOXIA will comply with applicable laws and regulations of the countries and regions around the world in which the Kioxia Group has a presence, take into account other guidelines issued by international organizations and will declare and pay appropriate taxes in respect of all of its activities.

1-6. Appropriate Communication with Stakeholders

KIOXIA will appropriately disclose information that is relevant to its stakeholders, including financial data, business management policies and other corporate information, and incident reports, and will seek proactive communication with its stakeholders.

1-7. Disclosure of Management Information

KIOXIA will, accurately and in a timely manner, in compliance with all applicable laws and regulations, disclose any information relating to corporate management information, financial data, and any facts that are significant to the management of the company.

1-8. Whistleblower System

KIOXIA operates whistleblower systems to facilitate the early detection of potential compliance issues and handle any information received promptly and appropriately. Directors, officers, and employees will render their full support by reporting all relevant information. KIOXIA will treat all information obtained from a whistleblower, including his or her personal information appropriately. KIOXIA prohibits any form of discipline, reprisal, intimidation or retaliation for appropriately reporting potential compliance issues or cooperating in related investigations.

2. Fair Business Operations

2-1. Fair Competition, Prevention of Transactions with Antisocial Groups

KIOXIA will conduct its business legally and fairly. KIOXIA will comply with all applicable laws and regulations, including any competition laws and anti-bribery laws in force in a relevant country or region in order to maintain fair and sound competition, and will refrain from offering benefits to representatives of public offices and any other actions that are in breach of ethically sound commercial practices. KIOXIA will also avoid any involvement or association with antisocial groups, such as criminal organizations.

2-2. Control of Overseas Trade

KIOXIA will not engage in transactions that could threaten international peace and security. KIOXIA will comply with all applicable laws and regulations governing trade security in each country and region where KIOXIA does business and implement internal controls to ensure compliance.

2-3. Fair Procurement Activities

KIOXIA will conduct fair trade with its suppliers and consignees. Suppliers and consignees will be selected based on appropriate criteria in terms of price and product quality, among others. KIOXIA will only trade with suppliers and consignees whose corporate ethical standards are believed to be compatible with the SOCs in terms of compliance, human rights, the environment, etc. KIOXIA additionally offers suppliers and consignees a hotline to help KIOXIA identify any potential risks of compliance violation in its dealings with us. KIOXIA will respond promptly and properly to any reports and handle the submitted information appropriately. KIOXIA will not treat suppliers and consignees unfairly as a result of any such reporting.

2-4. Protection of Intellectual Property Rights

KIOXIA will appropriately protect and properly use its own intellectual properties, treating them as the company’s intangible assets. KIOXIA will also respect the legitimate intellectual property rights of third parties.

2-5. Information Security

KIOXIA will appropriately manage and protect confidential information and will make efforts to avoid any improper disclosure, dissemination or use of such confidential information.

2-6. Protection of Personal Information

KIOXIA will comply with all applicable laws and regulations governing the protection of personal information in the countries or regions in which the Kioxia Group operates. Any personal information obtained by KIOXIA will be used only for appropriate purposes. KIOXIA will also make necessary efforts to prevent unauthorized access or leakage of personal information.

3. Quality and Publications

3-1. Quality and Safety Standards of Products and Services

KIOXIA will provide products and services that comply with all applicable laws and regulations, as well as industry standards, and meet appropriate quality and safety standards. Where a safety-related accident or problem with any KIOXIA product or service is reported, KIOXIA will promptly investigate the matter to verify the facts, handle the case appropriately in accordance with KIOXIA’s regulations, and provide necessary information.  KIOXIA will also respond in good faith to any inquiries from its customers.

3-2. Appropriate Information and Communication

KIOXIA will provide accurate and appropriate product and service information, including in its advertisements. KIOXIA will not communicate false, misleading or abusive expressions that imply discrimination based on race, religion, gender, nationality, mental or physical disability, age, sexual orientation, or which offend human dignity, or contain unethical information, or any information that infringes the laws or regulations of relevant countries or regions.

4. Social Participation

4-1. Social Contribution and Cooperation

KIOXIA as “good corporate citizens” will cooperate with each country, region and other related bodies in order to make contributions toward the realization of a better society. KIOXIA will also give support to its directors, officers and employees engaging in social contribution activities.

4-2. Contribution to Communities

KIOXIA will communicate proactively with local communities in each of the countries and regions where KIOXIA operates in order to foster long-lasting reciprocal relationships and mutual prosperity.

5. The Environment

5-1. Compliance with Environmental Laws and Regulations

KIOXIA will comply with all applicable environmental laws and regulations of the countries and regions in which KIOXIA operates, developing and implementing appropriate systems and internal regulations to prevent non-compliance. KIOXIA will also request the contracting parties in its supply chain to have the same or similar measures in place.

5-2. Environmental Protection

KIOXIA will endeavor to mitigate the environmental impact of its business activities in order to contribute to the formation of a sustainable society, including countermeasures against climate change and the promotion of a recycling economy. In cooperation with the contracting parties in its supply chain, KIOXIA will pursue the efficient use of resources during its manufacturing processes. KIOXIA will strive to offer products and services with a reduced environmental impact by exploring technological innovations in the fields of performance enhancement, energy efficiency, etc.

6. Human Rights and Diversity

6-1. Respecting Human Rights

KIOXIA will respect all basic human rights and comply with all applicable laws and regulations in each country and region in which it operates, and demonstrate respect for all appropriate international standards and codes of conduct that concern human rights. KIOXIA will evaluate, prevent and mitigate any negative impacts on basic human rights. Should any basic human rights be violated within the Kioxia Group or its supply chain, KIOXIA will take appropriate measures to address the issue.

6-2. Respecting Diversity

KIOXIA will respect diversity in terms of individuality, values and abilities. KIOXIA will treat diversity as an indispensable part of its business operations and a prerequisite of its business activities.

6-3. Workplace Environment

KIOXIA will establish workplace environments that are free of discrimination, and harassment, and are safe for employees. KIOXIA will offer employees diverse work opportunities, thereby promoting enhanced work efficiency and improved work/life balance.

6-4. Workers’ Human Rights

KIOXIA will not employ child labor, forced labor or any other illegal labor force and operate an assessment program in line with industry standards to prevent or verify the use of an inappropriate labor force. KIOXIA will not condone the use of any illegal labor forces in its supply chain and will implement appropriate assessment programs in order to prevent the use of illegal labor and cooperate with external bodies, such as industrial associations and non-governmental organizations, etc.

7. Risk Management

7-1. Disaster Preparedness

KIOXIA will develop and prepare measures aimed at protecting the safety of employees and corporate assets, and at sustaining or resuming business operations following natural or other disasters such as earthquakes, fires, typhoons and epidemics, and implement those measures as appropriate at the time of any disaster. In the event that such an incident occurs, KIOXIA will keep its stakeholders informed promptly and appropriately.

7-2. Terrorism and Cyber-Attacks

KIOXIA will be aware of, and prepare itself for, the risks to business continuity posed by acts of terrorism. KIOXIA will additionally monitor and defend itself from any cyber-attacks by means of appropriate information security systems.

Implementation and Disciplinary Action

1. Implementation of the SOCs

  • (1)Each Kioxia Group Company will appoint a “Chief Implementation Administrator” who will assume overall responsibility for implementation of the SOCs. The Chief Implementation Administrator of Kioxia Holdings Corporation will be the President.
  • (2)Each Chief Implementation Administrator may appoint, as necessary, “Implementation Administrators,” who will be responsible for the implementation of each article of the SOCs. Within Kioxia Holdings Corporation, the General Manager of each division will assume the role of Implementation Administrator. In this capacity, they will be responsible for implementation of the SOCs in their divisions and also for guiding implementation in the Kioxia Group companies for which they are responsible.
  • (3)The corporate staff division of each Kioxia Group company in charge of any of the SOCs will formulate relevant rules or compliance programs and support Kioxia Group’s Implementation Administrators and any related companies by providing information and advice on formulating implementation rules and on developing educational programs.
  • (4)Kioxia Holdings Corporation’s Legal Affairs Division and Business Planning Division will be the bodies responsible for the maintenance of the SOCs and the promotion and support for the adoption and implementation of the SOCs by Kioxia Group companies.

2. Disciplinary Action

Directors and employees of Kioxia Group companies found to be in violation of any SOCs will be subject to disciplinary measures up to and including dismissal, according to and as set forth in their respective company’s Disciplinary Rules/Staff Handbook.