CORPORATE GOVERNANCE

Company Policies

Business Conduct & Ethics Directors Senior Management Employees
(1) Whistle Blower Reports of wrongdoing may be made directly to the Chairman for proper disposition to ensure confidentiality of information and protection of the identity of the whistle blower. For each subsidiary or affiliate, reports of wrongdoing may be made directly to the Chairman or President for proper disposition to ensure confidentiality of information and protection of the identity of the whistle blower.
(2) Conflict of Interest Everyone is duty bound to disclose fully their existing business interests, shareholdings, personal activities or relationships that may directly or indirectly conflict with the performance of their intended duties and responsibilities. The Board determines whether each person’s business interests, shareholdings, personal activities or relationships result in conflict with the duties and responsibilities in the Company. All employees shall conduct fair business transactions with the Company and ensure that his personal interests do not conflict with the interests of the Company.
(3) Respect for Trade Secrets / Use of Non-public Information Keep secure and confidential trade secrets and all non-public information acquired or learned by reason of position. Should not reveal confidential information to unauthorized persons without authority of the Board.
(4) Employment &Labor Laws & Policies Ensure the Company’s faithful compliance with employment and labor law & policies. The Company seeks to reasonably assist its and its subsidiaries and affiliates’ employee and his family in providing for their economic security. The Company seeks to reasonably assist its and its subsidiaries and affiliates’ employee and his family in providing for their economic security.

Related Party Transactions

Parties are considered to be related if one party has the ability to control the other party or exercise significant influence over the other party in making financial and operating decisions. These parties include: (a) individuals owning, directly or indirectly through one or more intermediaries, control or are controlled by, or under common control with the Group; (b) associates; and (c) individuals owning directly or indirectly, an interest in the voting power of the Group that gives them significant influence over the Group and close members of the family of any such individual (2.20, Financial Statements and Independent Auditors’ Reports).

Except for the material related party transactions described in the notes to the financial statements of the Company for the years 2013, 2012 and 2011, there has been no material transaction during the last two years, nor is there any material transaction currently proposed, to which the Company was or is to be a party, in which any director or executive officer, any nominee for election as director, stockholder of more than ten percent.

Related Party Transactions Policies and Procedures
(1) Parent Company The Company adopts a policy of full disclosure with regard to related party transactions. All terms and conditions of related party transactions are reported to the Board of Directors. The Company ensures that the transactions are entered on terms comparable to those available from unrelated third parties. Disclosure of relationship or association is required to be made before entering into transaction. No participation in the approval of the transaction.
(2) Joint Ventures
(3) Subsidiaries
(4) Entities Under Common Control
(5) Substantial Stockholders
(6) Officers including spouse / children / siblings / parents
(7) Directors including spouse / children / siblings / parents
(8) Interlocking director relationship of Board of Directors
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