kakao IR

INTRODUCTION

Kakao Corporation (hereinafter referred to as “Company”) operates the Kakao Code of Business Conduct and the Code of Ethics, and these are used as a guideline in making decisions on ethics-related matters. The Company ensures that all actions taken by the Company, its internal relations and its relationship with outside parties will be based on strict integrity.
The standards in this Code are based on laws and regulations which apply to all, and in some cases go beyond legal obligations. As such, this Code suggests principles that we must follow to prevent us from violating the values pursued by the Company or from avoiding situations where we seem to violate such values. The standards in this Code may be explained or executed additionally in the policy guidelines or other manuals, and there may be guidelines or manuals related to specific business areas of the Company.
This Code of Ethics and related guidelines and manuals can be obtained through the ethics department or agit.

CHAPTER I GENERAL PROVISIONS

Article 1 [Purpose]

This Code aims to present the principles that we must follow to prevent us from violating values pursued by the Company or from avoiding situations where we seem to violate such values.

Article 2 [Scope]

This Code shall apply to the Company (including domestic and overseas investment companies with management rights) and its employees and executives (hereinafter collectively referred to as “Krew, etc.”). It is also recommended that the Company help its business partners understand and practice this Code.

Article 3 [Definitions]

The terms used in this Code are defined as follows.

1. Socially accepted level
   This term refers to a level that could be accepted by most people with sound common sense, and does not interfere with the fair performance of duties.
2. Stakeholders
   This term refers to all parties having interest in the Company, including competitors, customers, suppliers, and shareholders. In a broad sense, this term includes consumers, local communities, media and civil groups.
3. Tangible and intangible assets
   This term includes any form of the Company's finance as well as machinery and equipment, supplies, tools, inventory, funds, computer systems and equipment, computer software, computer data, vehicles, records or reports, confidential information, intellectual property rights or other sensitive information or data, communication by phone, voice mail, email, etc.
4. Business partner (“BP”)
   This term refers to any company, organization or individual belonging thereto that has or wishes to have transactions or business relationship with the Company; they shall be deemed to be a BP even if they are personally related to the Company (e.g., friends, relatives).
5. Public servants, etc.
   This term refers to any public servant or person engaging in public duties as defined in the Improper Solicitation and Graft Act, or any person who is prohibited from engaging in improper solicitation or acceptance of money, goods, etc. specified in the same Act.
6. Ethics department
   This term refers to the department responsible for the ethical management of the Company, including the management of this Code.

CHAPTER II ATTITUDE OF THE KREW

Article 4 [Duty of Honest Performance]

The Krew, etc. shall clearly understand their authorities and responsibilities, and earnestly perform their duties under the principle of honesty and trust. In particular, the Krew, etc. shall not solicit or perform any duty unrelated to the Company during their work hours.

Article 5 [Holding of Multiple Positions]

1. The Company’s board members and the Krew, etc. shall not work for a competitor, customer, distributor, supplier, etc. or receive any remuneration for service from them, without approval of the ethics department.
2. Where the Krew, etc. intend to work for a government agency or another company, the Krew, etc. shall obtain approval from the board of directors. In particular, approval by a majority vote of the board of directors is required, in cases where a member of the board of directors performs any of the following acts.
   1. 2.1. Work as a director or a partner with limited liability for another company which is engaged in the same type of business as the Company;
   2. 2.2. Conclude a transaction in the Company’s field of business in the name of director or third party; or
   3. 2.3. Conclude a transaction with the Company in the name of director or third party.
3. Even if approval of the board of directors is obtained under paragraph 2, the Krew, etc. and board members shall take appropriate actions to classify the Company’s business and the business that does not belong to the Company.
4. Where it is required for the “appropriate actions” in paragraph 3, the ethics department may conduct an audit and demand to correct any matter inappropriate.

Article 6 [Maintenance of Integrity]

The Krew, etc. shall endeavor to fulfill their responsibilities and obligations as a member of society, keeping in mind that their words and actions are directly connected to the reliability and reputation of the Company.

Article 7 [Protection of the Company's Assets and Information]

1. The Krew, etc. shall allocate and use the Company’s tangible and intangible assets in an appropriate way.
   1. 1.1. The Krew, etc. shall protect the Company’s assets not to be destroyed from any loss, damage, misuse, theft, or sabotage.
   2. 1.2. The Krew, etc. shall guarantee that the Company’s assets shall be used in an effective way.
   3. 1.3. The Company’s assets shall be used for business purposes only. Where the Company’s assets or services are to be used not for the interest of the Company, it is required to be approved by the head of superior organization and the relevant department.
2. The Company and the Krew, etc. shall reflect the transaction and disposal of the Company’s assets in a reasonable, detailed, accurate and fair manner in accordance with the laws and regulations related to the accurate books and records. In particular, the Company and the Krew, etc. shall strictly respect the following.
   1. 2.1. A false entry or an entry which may cause misunderstanding is strictly prohibited and the Company will not allow any undisclosed liabilities and assets for any purpose;
   2. 2.2. Any payment shall be made solely for the purpose recorded in evidential documents; or
   3. 2.3. The Krew, etc. shall manage and control accounting to guarantee the accuracy and fairness of financial statements and other reports.
3. The Krew, etc. shall fully cooperate with internal and external auditors of the Company.
4. The Krew, etc. shall protect and manage the Company’s information and trade secrets, and comply with the Company’s security standards. This obligation remains effective even after leaving the Company. In particular, the following acts are strictly prohibited.
   1. 4.1. (Unauthorized access to user information) An act to access the user’s information without proper authorization;
   2. 4.2. (External leakage) An act to leak the Company’s internal information to third parties. Agit content shall also be regarded as the Company’s internal information.
      • 4.2.1. An act to leak to the media;
      • 4.2.2. An act to leak to any external channel used by many people, such as blogs and Blind;
      • 4.2.3. An act to leak to acquaintances, such as family members, friends and former colleagues.
   3. 4.3. (Internal leakage) An act to leak the Company’s internal security information acquired while performing duties to any unauthorized person within the Company.
   4. 4.4. (Insider trading) An act to trade the Company’s treasury stock with insider information.

Article 8 [Creation of a Sound Corporate Culture]

The Krew, etc. shall not commit any act that hinders the formation of healthy relationships among members, such as workplace harassment, sexual harassment, and coercion of an act imposing a personal burden. The Krew, etc. shall develop a sound organizational atmosphere by recognizing and respecting one another as partners. In particular, the following acts are strictly prohibited in order to create a sound corporate culture.

• (Assault) Physical violence (including threatening behaviors);
• (Abusive language) Verbal violence;
• (Sexual harassment) An act that inflicts sexual humiliation to the other party;
• (Discrimination) Discriminatory remark or behavior that speaks ill of another person;
• (Concealment) An act that tells false information or puts such information in a document to conceal the truth from colleagues in the Company.

Article 9 [Duty of Fair Performance]

• When dealing with BPs, the Krew, etc. shall strictly distinguish between public and private matters and perform their duties in a fair and transparent manner.
• The Krew, etc. shall give fair business opportunities to BPs, and shall not make a claim or commit an act that harms the fair trade using their dominant position.
• The Krew, etc. shall not exercise their personal influence in the process of supervising and reviewing the performance evaluation or pay rates of other Krew, etc. who are close relatives.

Article 10 [Conflict of Interest]

• The Krew, etc. shall not, in relation to the Company’s legitimate business attempts, commit an act conflicting with the Company’s interest or create a relationship where the interests conflict.
• The following acts are prohibited, in cases where the Krew, etc. may exercise influence or it is deemed that the Krew, etc. may have an effect on the judgment or behavior of the Krew, etc. in performing their duties. However, strict judgment and application are needed in real situations because all cases of conflict of interest are not listed here.
  1. 2.1. Where the Krew, etc. make a business deal with the Company, a BP or a competitor directly or through a third party;
  2. 2.2. Where the Krew, etc. engage in loans, joint investment, loan guarantee, or lease of real estate or movable assets with a BP directly or through a third party;
  3. 2.3. Where the Krew, etc. receive compensation from a BP directly or through a third party; and
  4. 2.4. Where the Krew, etc. hold the BP’s stocks or bonds directly or through a third party. (Exceptions apply if they have been approved by the Company.)
• The Krew, etc. are prohibited from gaining illegal profits directly or through a third party using information obtained in the course of duty performance, including the following.
  1. 3.1. The Krew, etc. purchase, directly or through a third party, any asset or securities which the Company intends to purchase or lease;
  2. 3.2. The Krew, etc. receive a guarantee from a BP on the employment of or hiring recommendation for himself/herself or a third party using a private advice opportunity based on the Company’s information.
• The Krew, etc. shall report to the ethics department any transaction between its family/relatives and the Company or a BP because it may cause a conflict of interest.

Article 11 [Gifts and Entertainment]

• The Krew, etc. shall not receive any gift or entertainment from other parties including stakeholders. In the event of receiving a gift or entertainment in an unavoidable circumstance, the recipient shall take the following actions, report such fact to the head of organization, and inform the result thereof to the ethics department.
  1. 1.1. Returnable gifts must be returned immediately; and
  2. 1.2. If a gift cannot be returned, the recipient shall consult the ethics department and follow their advice.
• Receiving gifts or entertainment is acceptable in the following cases as an exception. However, its price or value should be of a socially accepted level. You are to consult the ethics department if you have difficulty making a decision.
  1. 2.1. Promotional materials or event souvenirs;
  2. 2.2. Congratulatory or condolence money; and
  3. 2.3. Simple refreshment (i.e., food, beverage).
• The Krew, etc. shall not provide gifts or entertainment to other parties, including stakeholders. In particular, the Krew, etc. shall not provide public servants, etc. with gifts, improper solicitation, entertainment, etc. in violation of the Improper Solicitation and Graft Act.
• The Krew, etc. shall not request any gift, congratulatory or condolence honorarium or preferential treatment from stakeholders for the benefit of their family or friends.
• Where the Krew, etc. receive a meeting allowance for attending a meeting hosted by the government or government agency as a representative of the Company, they shall report the meeting allowance to the ethics department.
• Where the Krew, etc. shall contact a BP outside the Company not during their office hours in relation to their duties, the Krew, etc. shall report in principle to the head of their department in advance of such a fact.

Article 12 [Compliance with the Code of Ethics]

• The Krew, etc. shall comply with this Code and take an oath to comply therewith. And where the Krew, etc. have a question to ask regarding the construction and application of this Code, the Krew, etc. shall consult the head of the ethics department.
• Where the Krew, etc. becomes aware of any violation of this Code, the Krew, etc. shall report the violation to the ethics department.
• The head of each department shall be responsible for actively supporting and managing BPs related to the Krew, etc. belonging to their department so that BPs can understand and comply with this Code.
• The Krew, etc. shall prepare a pledge to practice ethical management and comply with the pledge on a yearly basis.
• Any violation of this Code shall be governed by the Company’s regulations.

CHAPTER III RESPONSIBILITY TOWARDS CUSTOMERS

Article 13 [Customer-Oriented Management]

• The Company shall provide the products and services with which the customers could satisfy by introducing the advance verification procedures, etc. to enhance the product integrity while developing the products and services.
• The Company shall do its utmost to correctly understand the needs of customers, actively accept the reasonable demand and suggestion of customers and keep its promise to the customers.
• The Company shall provide accurate information in a timely manner so that the customers would be able to reasonably select products and services.

Article 14 [Protection of Customer Information]

• The Company shall comply with laws and regulations related to the protection of customer information, and continue to monitor and improve its work process to protect customer information. If necessary, the Company may introduce and operate a pre-impact assessment system for customer information during the product development phase.
• The Company shall do its utmost to protect the customer information by developing the optimal IT security system and operating a specialized customer information manager.
• The Company shall not use customer information for purposes other than for which it has been provided, or provide them to any third party, without obtaining prior consent from customers or otherwise permitted by law.

Article 15 [Enhancement of Customer Value]

In providing the Customer with products and services, the Company shall do its utmost to enhance the customer value by maintaining their quality to live up to the customer expectation and developing an environment where the customers could use them safely and beneficially.

CHAPTER IV RESPONSIBILITY TOWARDS THE KREW

Article 16 [Human-Oriented Management]

• The Company shall provide a work environment free from discrimination based on race, ethnicity, gender, ideology, religion, age, disability or sexual preference.
• The Company shall respect the personality of the Krew, etc. and treat them fairly and reasonably based on their competence and performance.
• The Company shall support each Krew, etc. to achieve their goals by providing an optimal work environment.
• The Company shall support the Krew, etc. to develop themselves and actively provide them with training opportunities related to the performance of duties.

Article 17 [Safety and Happiness of the Krew]

• The Company shall organize the system for safety and health of the Krew, etc. and comply with the relevant international standards, laws, internal rules, etc. by conducting relevant training on a regular basis.
• The Company shall do its utmost so that the Krew, etc. can pursue happiness with their colleagues by having mutual trust and pride and manifesting the spirit of challenge and creativity.

CHAPTER V RESPONSIBILITY TOWARDS SHAREHOLDERS

Article 18 [Enhancement of Corporate Value]

The Company shall maximize the corporate value based on transparent and efficient management through constant innovation, and share the result thereof with shareholders.

Article 19 [Protection of Shareholders' Rights and Interests]

• The Company shall exercise transparent management with a focus on the board of directors, and respect the reasonable demand and suggestion of its shareholders.
• The Company shall prepare its corporate filings, such as financial statements, in accordance with relevant laws and accounting standards, and publicly announce its corporate filings in a proper, accurate, complete and timely manner in accordance with relevant laws and regulations.

CHAPTER VI RELATIONSHIP WITH BUSINESS PARTNERS

Article 20 [Sustainable Management]

• The Company shall select BPs that satisfy its business purposes under fair and reasonable standards, evaluate their performance, delivery quality, etc. under the same standards, and inform the result thereof to the BP through appropriate means.
• The Company shall not commit improper acts with its dominant position, and pursue mutual interest and development.
• The Company shall recognize BPs as strategic partners who pursue a common value of the customer’s happiness based on mutual trust.

Article 21 [Protection of BP's Information]

• The Company shall protect the information and trade secrets of BPs, and shall not use them for purposes other than for which they are provided without the consent of the BP or otherwise permitted by laws.
• The Company shall not obtain or use the information or trade secrets of other companies, such as BPs, in an illegal or unjust way.

CHAPTER VII RESPONSIBILITY TOWARDS THE SOCIETY

Article 22 [Compliance with Laws, Rules and Regulation]

The Company’s policy is to become a good “corporate citizen,” and the Krew, etc. shall comply with the following laws, rules and regulations.

• Laws, regulations and rules of the country where the Company operates its business;
• Terms and conditions of the agreement concluded for the business; and
• Other customs and standards deemed to be ethical under the social norms in regions where the Company operates its business.

Article 23 [Restriction on Competition]

• The Company shall comply with the laws related to restriction on competition of a country where the Company operates its business.
• The Company or the Krew, etc. shall not engage in any collusion, including the conclusion of contracts that unreasonably restrict competition with other parties.
• The Krew, etc. shall not discuss sensitive information related to competition, including pricing, terms and conditions of contracts, and other confidential information.

Article 24 [Promotion of a Sound Culture]

• The Company shall improve the quality of human life by creating a convenient and abundant society through constant technological innovations and business sophistication, and thereby contribute to the happiness of mankind.
• The Company shall do its utmost to develop and promote a sound culture in the local community when operating its business in light of whether its service provided in the local community is harmful to the society and culture.

Article 25 [Respect for Human Dignity]

• The Company shall not discriminate unreasonably stakeholders, including customers and the Krew, etc., in areas where the Company operates its business due to race, religion, gender, disability, etc.
• The Company shall protect basic human rights, such as protection of minor rights and protection of customer privacy, in areas where the Company operates its business.

Article 26 [Environment-Friendly Management]

The Company shall comply with international standards, laws, regulations, and internal rules related to environmental protection, and practice environment-friendly management.

Article 27 [Social Contribution]

The Company shall actively participate in social services, such as volunteer work and disaster relief, as a corporate citizen in areas where the Company operates its business.

Article 28 [Political Neutrality]

• While the Company shall respect the individual’s political rights and expression of political opinions, the Company will not recognize the individual’s political activity which uses the Company’s funds, manpower, facilities, etc. for political purposes.
• The Krew, etc. shall be prohibited from making any political donation on behalf of the Company without the approval of the CEO.
• The Company shall avoid inappropriate transactions with the government and comply with the relevant laws and regulations in all countries.

CHAPTER VIII COUNSELING, REPORTING AND INFORMANT PROTECTION

Article 29 [Counseling, Reporting and Informant Protection]

• The ethics department may establish and operate a “hotline” in the Company’s system to consult about the ethical matters.
• As to the counseling and report of ethical management, the head of the ethics department shall confirm the additional facts with approval of the Standing Ethics Committee, and take the following actions, if necessary.
  1. 2.1. Matters consulted or reported shall be entrusted with the relevant department or handled in coordination between the head of the ethics department and the relevant department; and
  2. 2.2. Where it is deemed necessary to deliberate on the matter consulted or reported, it shall be requested for the Standing Ethics Committee to deliberate thereon.
• The Company shall take the following actions for the counseling and report related to BPs.
  1. 3.1. The Company may decide on the favorable arrangement for relevant BPs and informants after receiving a recurrence prevention pledge in light of the severity of matter, a level of violation, etc.
  2. 3.2. Notwithstanding the previous subparagraph, the Company may take necessary actions, such as restriction of transaction volumes with the relevant BP and revocation of contracts, in light of the severity of matter, its effect on the Company and the society, etc.
• The Company shall do its utmost to protect informants and promote counseling and reporting.
  1. 4.1. The Company shall ensure the confidentiality of inquiry or report details and the anonymity of the informant's identity, and do its best to prevent any disadvantage resulting from the inquiry or report.
  2. 4.2. Where it is determined necessary to protect the informant whose identity is disclosed, the head of the ethics department may be notified with such fact and requested to protect the informant. In such cases, the head of the ethics department may take necessary actions, such as legal support and department transfer, in coordination with the head of human resources and the head of legal affairs.
  3. 4.3. The Krew, etc. shall not ask the ethics department, etc. about the informant’s identity or take any action to expose the informant’s identity, including questioning or any act of revenge. Such action itself may be subject to a disciplinary review.
  4. 4.4. Where the informant is involved in any misconduct but reports such fact to the Company, the Company may consider the extenuating circumstances when determining a disciplinary action or punishment against such misconduct.
  5. 4.5. The Company may reward the informant who has contributed to the interests of the Company.
• The head of the ethics department shall keep a record of counseling and report related to this Code and the results thereof in the order of date of receipt.

ADDENDA

Article 1 [Enforcement Date]

This Code shall enter into force as of Apr. 1, 2019.

Article 2 [Amendment Date]

This Code shall be amended and enter into force as of Nov. 7, 2024.