Compliance
Compliance
01. Significance and Adoption of Compliance Management
Compliance management is a policy to preemptively manage the legal risks of the corporation’s management and monitor the executives’ and employees’ compliance with laws through compliance education and monitoring based on compliance guidelines.
Seohan Auto/NTN USA has made the following efforts to adopt compliance management:
02. Compliance Guidelines and the Compliance Officer System
Purpose of Adopting the Compliance Guidelines and Compliance Officer System
To effectively establish compliance management, Korea’s Commercial Act introduced compliance guidelines and the compliance officer system. (Article 542-13 of the Commercial Act)
Compliance guidelines are standards and procedures of compliance control that the executives and employees must follow when performing their duties for compliance management.
A compliance officer is a person who checks whether or not an executive or employee is complying with the compliance guidelines (compliance control duties) and provides education and training on the compliance guidelines to executives and employees (compliance support duties).
Compliance control duties are mainly carried out through inspections, and compliance support duties are mainly carried out through education and consultation.
The Commercial Act established compliance guidelines for listed companies with more than 500 billion KRW in total assets and endowed them with the duty to hire compliance officers.
There is no company within the Seohan Group that meets the above requirements. But due to the nature of the manufacturing industry, where legal risks are scattered throughout, there is an urgent need for compliance management inside and outside of the group. Therefore, we have prepared compliance guidelines and appointed compliance officers for compliance management.
Details of the Compliance Guidelines
01 Purpose and Scope of Application
The purpose is to promote fair and transparent performance by executives and employees of Seohan Group, and to secure the corporation’s development and external trust. The compliance guidelines apply to all business activities of the corporation and its executives and employees, including those of our subsidiaries, affiliates, and agents.
02 Overall Structure of Compliance Control
03 Self-Governed Compliance Control Organization (Compliance Supervisors and Chief Compliance Supervisor)
The CEO of each company appoints a Chief Compliance Supervisor, and the Chief Compliance Supervisor appoints compliance supervisors for each team according to the recommendation of the team leader. The Chief Compliance Supervisor and the compliance supervisors cooperate with compliance officers to monitor for regular compliance within each company, and holds meetings with compliance officers.
04 Compliance Control Activities
A) Compliance Training
Regular compliance training, compliance training during onboarding, and special compliance training are conducted.
Regular compliance training, compliance training during onboarding, and special compliance training are conducted.
Regular compliance training is scheduled for twice a year (June and December) for all executives and employees, and teaches general information to prevent illegal acts in the workplace (office regulations, prevention of sex offenses, etc.). Compliance training during onboarding is provided for all new executives and employees, and is conducted based on the cases of legal violations within the corporation. Special compliance training is provided to relevant departments on matters of high legal risks that require specialized knowledge, such as industrial safety and subcontracting.
B) Compliance Inspection
Compliance inspections are conducted as regular inspections, specific inspections, and routine inspections.
Compliance inspections are conducted as regular inspections, specific inspections, and routine inspections.
Regular inspections are conducted twice a year (April and October) for all companies of the group, and the inspection targets are determined and implemented every year to minimize the burden on on-site operations due to inspections. Specific inspections are carried out when the Compliance Control Committee or a compliance officer recognizes a problem, and is performed at random only for specific projects, tasks, or issues. Routine inspections are conducted prior to the execution of major tasks according to on-site requirements.
C) Compliance Supervision
This refers to regular compliance control activities self-conducted by affiliates to supplement the physical limitations of compliance control by the Compliance Control Committee and compliance officers. Compliance supervisors must establish and implement plans for compliance supervision for their departments, and the Chief Compliance Supervisor oversees the supervision of all the departments. The results of supervision must be shared with the compliance officers in order to come up with solutions to problems.
05 About Follow-Ups
A) Rewards
· Compliance officers may recommend rewards or promotions for those who have contributed to the prevention or reduction of legal risks.
B) Compliance Inspection Follow-Up
· For those who do not cooperate with compliance inspections, the Compliance Control Committee may, after receiving such reports from compliance
officers, request necessary measures or disciplinary action from the head of the relevant departments.
· Compliance officers may request in writing to the head of a department improvement measures, disciplinary action against the person in charge, or other
measures regarding matters that need improvement due to illegal or unreasonable results of compliance inspections.
· The head of the relevant department must take the above corrective measures and notify the compliance officer.
C) Compliance Supervision Follow-Up
· If a compliance supervisor discovers matters that require improvement due to being illegal or unreasonable, he or she may report them to the team
leader or Chief Compliance Supervisor, or report them directly to the compliance officer.
·The team leader or Chief Compliance Supervisor must notify the compliance officer of the relevant details.
· If a person whose duty is to report intentionally or through gross negligence fails to report such matters, he or she will be deemed as having the same
responsibilities as the person how committed the illegal or wrongful act.
03. Implementation of Regular Standards Inspections
Every April and October (2 times a year)