Miraca Group Code of Conduct
1. Purpose and Scope of Application.
The reputation and integrity of Miraca Holdings, Inc. and its subsidiaries (collectively, the “Miraca Group”) is a valuable asset that is important to the success of each company in the Miraca Group. This Miraca Group Code of Conduct provides guidelines on particularly important matters so that all directors, officers and employees of every company in the Miraca Group (“Company Personnel”) are able to exercise judgment regarding laws and regulations, and rules of corporate ethics, that should be complied with in carrying out the daily activities of the Miraca Group.
In establishing this Code of Conduct, we represent the following.
- As a corporate group that contributes to creating a healthy, prosperous society and promoting global healthcare, we recognize that putting legal compliance and its corporate philosophy into practice is the only approach for the Miraca Group to win trust from society, and sets this recognition as the standard for making every business decision.
- Company Personnel should immediately voice any doubts found in light of this Code of Conduct, laws and regulations, or corporate ethics and seek correction in accordance with Miraca Group policies.
- If there is any uncertainty over taking action in compliance with laws and regulations, corporate ethics or this Code of Conduct, Company Personnel should consult with their supervisors or the legal department of their Miraca Group company, or the Legal Department of Miraca Holdings Inc.
While this Code of Conduct is designed to provide helpful principles, it cannot address every situation that may arise. However, it is expected that in each instance, Company Personnel will act honestly, fairly and with a view towards “doing the right thing.”
Each Miraca Group company shall adopt this Code of Conduct including its amendments, if any, by its board of directors, and take appropriate measures to ensure that all Company Personnel of the company understand and comply with this Code of Conduct, including establishing appropriate disciplinary procedures against violations of this Code of Conduct.
Each Miraca Group company may establish its own code of conduct in line with the characteristics of the countries and regions in which it conducts business, or of the business thereof. No company of the Miraca Group, however, may stipulate provisions in its independently established code of conduct that contradict with the provisions of this Code of Conduct.
2. Basic Standards of Conduct.
(1) Compliance with laws and regulations, and internal rules.
It is Miraca Group’s policy to comply with laws and regulations, guidelines, voluntary industrial standards, and internal rules, relevant to our corporate activities in order to prevent acts of violation and to conduct fair and sound corporate activities. All Company Personnel are expected to comply with all such laws and regulations, standards and internal rules in carrying out their duties for the Miraca Group.
(2) Acts in Violation of the Code of Conduct.
When becoming aware of any circumstance that may possibly infringe upon this Code of Conduct, Company Personnel must immediately report the matter to their supervisors or through the Miraca Group whistleblowing hotline.
Each Miraca Group company should resolve the problem, identify causes and prevent recurrence as a company after receiving a report concerning such matter and, if necessary as required by applicable laws or regulations, disclose information and provide explanations to the public and the applicable government agencies in a timely and accurate way.
3. Corporate Activity Standards.
(1) Compliance with Laws and Regulations and Restrictions concerning Medical and Pharmaceutical Affairs and Clinical Examination.
The business activities of Miraca Group companies are subject to a number of laws and regulations and restrictions that are established and enforced in various countries for protecting patients and consumers, improving the quality of pharmaceutical and medical services, and providing proper and fair healthcare.
Each Miraca Group company should comply with all laws and regulations, guidelines, voluntary industrial standards and internal rules, applied to products and services in every country where it conducts business activities.
(2) Quality of Products and Services.
The safety and quality of our products and services is of utmost concern to the Miraca Group. In order to ensure that the lives, health and assets of customers and patients are not harmed, every Miraca Group company will pay close attention to the functions, safety and other characteristics of its products and services in each phase of handling from research and development to the time after market launch, to ensure compliance with all applicable laws, regulations, guidelines, and voluntary industry standards, and in addition, if no relevant standards exist, shall formulate voluntary standards in line with the operating conditions of such company and this Code of Conduct and comply with such standards.
(3) Research and Development Activities.
Every Miraca Group company shall, when conducting research and development activities, ensure scientific integrity, rigor, and reliability while complying with all laws and regulations, guidelines, voluntary industrial standards, and internal rules regarding the protection of human rights and privacy of examinees, bioethics, animal protection and other relevant matters.
(4) Prevention of Spread of Damage.
In the event an accident or unintended incident arises with regard to a product or service provided by a Miraca Group company, such company will convey accurate information to customers and business partners, and if required under applicable laws and regulations, to the applicable government agencies, without delay and make a prompt and appropriate response to minimize the damage, and in addition, will also thoroughly identify the cause and adopt procedures to prevent its recurrence.
(5) Fair and Free Competition.
The Miraca Group believes that competition in the market should be based on the overall competitiveness of each product and service, and hence, takes action from the perspective of customers and patients at all times, including precisely identifying their needs and enhancing post-sales services.
It is Miraca Group’s policy to comply with the antimonopoly, antitrust and competition laws of countries and regions in which it conducts business activities, and to not take any actions that limit fair and free competition in the market or gives rise to the appearance of such actions.
(6) Appropriate Promotional Activities.
Every Miraca Group company shall, when issuing advertisements and conducting promotional activities on products and services, be aware of its social responsibilities as business operators in medical-related fields, and comply with all applicable laws and regulations, guidelines, voluntary standards prescribed by the industry, and internal rules governing such activities.
(7) Intellectual Property.
The Miraca Group encourages research and development activities, and protects the results of such activities through intellectual property rights. Intellectual property rights include patents, designs, trademarks and other industrial property rights, and copyrights, as well as know-how and trade secrets relating to business activities and technologies. Company Personnel shall take all appropriate actions to protect and maintain in confidence all information regarding research and development activities and inventions so that appropriate intellectual property rights, such as patents, may be applied for and maintained.
We will also take adequate care so as not to unfairly infringe on intellectual property rights of others.
(8) Protection of Personal Information.
Miraca recognizes the importance of protecting personal information, especially healthcare information obtained through clinical tests, clinical trials or studies. It is Miraca’s policy to protect such personal information in accordance with applicable laws and regulations, and internal rules in all areas where we conduct business activities, including the personal information of persons such as customers, patients, business partners, and Company Personnel in an appropriate manner.
4. Relationship with Society.
(1) Respect for Human Rights.
The Miraca Group will respect internationally recognized human rights. Miraca will respect the rights of all persons involved in the business activities of the Miraca Group and make its best efforts to ensure that such rights will not be infringed upon.
(2) Respect for Cultural Diversity.
Miraca will respect ideological and cultural diversity and aim for the realization of a creative and free society.
Miraca will respect the cultures and favorable customs of countries and regions in which we conduct business, and aim for co-existence and co-prosperity with local communities.
(3) Environmental Preservation Activities.
In order to protect the global environment, the Miraca Group will provide society with products and services that are not harmful to people and the environment, while conducting its corporate activities in a manner designed to place the minimum burden on the environment.
When offering a donation to an organization or corporation, the Miraca Group will adequately consider the necessity and validity of such donation as part of its CSR activities.
(5) No Association with Anti-Social Forces.
The Miraca Group will reject any relationship whatsoever with any organization or individual that might possibly impede social order or sound corporate activities, and will maintain a firm attitude against such organizations and individuals. Furthermore, if any such organizations or individuals try to contact any Miraca Group company, or make any demands for money, or otherwise, the Miraca Group company will reject such demands, terminate communications with such organization or individual and, if deemed appropriate or required by applicable law or regulation, will report such activities to the appropriate governmental agencies.
(6) Proper Accounting Procedures and Highly Reliable Financial Reporting.
The Miraca Group recognizes that proper accounting procedures and highly reliable financial reporting are critical to win trust from society and all its stakeholders, and will establish and operate an internal control system that ensures such appropriateness and reliability. In addition, Miraca will make entries and statements in slips, books and other accounting documents accurately and appropriately in compliance with the related laws and regulations, applicable accounting standards and internal rules and will under no circumstances engage in any misrepresentation, deception, accounting fraud or other misconduct.
(7) Disclosure of Corporate Information.
In compliance with applicable laws and regulations, the Miraca Group will disclose information required by shareholders, investors, business partners, local communities and other parties at appropriate times and using appropriate methods in an accurate and fair manner, and will also prohibit insider trading using undisclosed information and shall deal strictly with any violator.
5. Relationships Between the Company and Company Personnel.
(1) Promotion of Diversity and Prohibition of Discrimination.
Every Miraca Group company will promote the diversity of workers and workplaces and will not discriminate on the basis of age, gender, sexual orientation, gender identity, origin, nationality, race, color, disability, religion, or political belief.
Every Miraca Group company will comply with labor laws and regulations related to employment, wages and other conditions of work in the countries and regions in which it conducts business.
Every Miraca Group company will prohibit any child labor or forced labor in the countries and regions in which it conducts business.
(2) Working Environment.
Every Miraca Group company will maintain a healthy, safe and hygienic working environment, and actively work to make improvements to such environment.
We will not allow unfair discrimination or harassment (such as sexual harassment or power harassment), slander, bullying or any other behavior causing a nuisance to other Company Personnel, or any other action that prevents us from maintaining a good working environment.
(3) Acts Involving Conflicts of Interest.
Company Personnel should not pursue personal benefits, for themselves, their family members or associates, by using business opportunities, business information, human relationships, customer lists, and customers’ credit information, obtained through the business activities of the company.
(4) Protection of Corporate Assets.
Company Personnel should appropriately protect funds, goods and other assets of each Miraca Group company, and should not use such assets for purposes other than business activities of such company and purposes approved by the company.
Company Personnel should use computers, telephones, smartphones, and other equipment, apparatus and consumables provided by the company only for purposes of business activities of the company in accordance with the rules of the company, and should not use such items for personal purposes. Upon any termination of employment or association with the Miraca Group company, Company Personnel should promptly return all such equipment and other items to the company. Upon any transfer to another Miraca Group company, Company Personnel should return any such equipment that will no longer be required.
(5) Confidential Information.
Company Personnel should, during their association with the Miraca Group and following the termination of such association, strictly maintain the confidentiality of company information regarding business activities and/or technologies including trade secrets relating to products and services, research and development activities, and business activities of the company, and should not disclose such information to third parties, expect as required in the performance of their duties, and should not use any of such information for any purpose other than permitted company activities. In addition, Company Personnel should disclose such information only to such other Company Personnel who need to know such information in connection with the permitted activities of the company.
Company Personnel should not obtain confidential information of third parties using illegal or unfair methods. It is also prohibited to demand Company Personnel to disclose third party information that they obtained prior to joining the Miraca Group company and for which they hold a duty of confidentiality.
6. Relationships Between the Company and Stakeholders.
(1) Relationships with Customers and Business Partners.
Miraca Group entertains or offers gifts to customers and business partners only within the scope of social norms, business practices and voluntary industry standards. Miraca Group shall not entertain or offer gifts if such action may have an impact on fair and free transactions even when the monetary value involved and the scope of action are deemed appropriate.
(2) Relationships with Suppliers.
Miraca Group will, when selecting a supplier, select the most appropriate one after comparing the various conditions and opportunities associated with the business transactions in a fair and proper manner. In selecting a supplier and executing a transaction, Miraca Group will not abuse its advantageous position nor demand special benefits or favors.
With regard to any offer of entertainment or gift (unless the gift is of nominal value pursuant to the internal rules and will not cause a conflict of interest or an apparent conflict of interest) from a supplier, we will timely decline or return the offer.
It is Miraca Group’s policy not to offer money or gifts to, or entertain, public officials and/or foreign public officials (including assembly members, candidates thereof, and any other persons who are treated under applicable law as government officials or employees) of any countries, with the intention of acquiring or maintaining business transactions, or receiving undisclosed information, or for the purpose of having an effect on the execution of duties by such public officials.
We will also make efforts so that the aforementioned acts will not be executed through agents, consultants and other parties that support our business activities.
7. Systems to Enforce this Code of Conduct.
(1) Code of Conduct Committee.
In order to ensure that this Code of Conduct is disseminated throughout the Miraca Group and that all Company Personnel will become aware of this Code of Conduct and respond to any violations of laws and regulations or this Code of Conduct, Miraca Holdings Inc. establishes the Code of Conduct Committee chaired by the Chief Compliance Officer, as an advisory to the Representative Executive Officer.
(2) Whistleblowing System.
Every Company Personnel may, if judging that any of the various actions encountered during corporate activities is or might be in violation of laws and regulations, internal rules and/or this Code of Conduct, report the matter through the whistleblowing hotline established by Miraca Holdings Inc. or each Miraca Group company.
(3) Protection of Whistleblowers.
Every Miraca Group company will not treat whistleblowers disadvantageously for the reporting made based on their honest concerns, except in cases where the whistleblower himself/herself has been involved in an act of violation, and will not tolerate retaliation against anyone who in good faith seeks advice, raises a concern or reports misconduct. Even in cases where a whistleblower himself/herself was involved in a violation, punishment against the violation may be relaxed if the violation is corrected as a result of reporting.
(4) Disciplinary Actions against Violations.
Violations of this Code of Conduct will lead to appropriate disciplinary action in accordance with the policies of each Miraca Group company, up to and including termination of employment.
8. Effective Date, etc.
This Miraca Group Code of Conduct shall become effective September 18, 2013. The provisions of this Code can be amended and modified by the Board of Directors of Miraca Holdings Inc.
Last Amended: January 1, 2019