Code of Conduct - Internet Initiative Japan
Internet Initiative Japan Code of Conduct
Table of Contents
I. Purpose of this Code
II. Compliance with Applicable Law
III. Reporting and Accountability
IV. Fair Dealing
V. Conflict of Interest
VI. Dealing with Government Officials
VII. Confidential Information
VIII. Company's Assets
IX. Corporate Opportunities
X. Inside Information and Securities Trading
XI. Media Relations and Public Inquiries
XII. Financial Reporting and Accuracy of Company Records
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I. PURPOSE OF THIS CODE
The following information constitutes IIJ's corporate Code of Conduct (this
"Code"), which applies to all IIJ directors, officers and employees.
The Board of Directors has adopted this Code to:
(1) promote honest and ethical conduct, including fair dealing and the ethical
handling of conflicts of interest;
(2) promote full, fair, accurate, timely and understandable disclosure;
(3) promote compliance with applicable laws and governmental rules and
regulations;
(4) ensure the protection of IIJ's legitimate business interest, including
corporate opportunities, assets and confidential information; and
(5) deter wrongdoing.
All directors, officers and employees of IIJ are expected to be familiar with
this Code and to adhere to those principles and procedures set forth in this
Code that apply to them.
From time to time, IIJ may waive some provisions of this Code. Any waiver of
this Code for officers or directors of IIJ may be made only by the Board of
Directors, after consulting with the Board of Statutory Auditors, and must be
disclosed as required by the United States Securities and Exchange Commission
("SEC") or the Nasdaq Stock Market ("Nasdaq") rules. Any waiver for other
employees may be made only by the Chief Executive Officer ("CEO") or, if with
respect to any material situation, by the Board of Directors.
The CEO may delegate his authority in this Code to an officer who is in charge
of internal controls. Such delegation shall be authorized only by the Board of
Directors.
IIJ shall take all action to ensure that this Code is applied to all directors,
officers and employees of IIJ's subsidiaries; except that, if such application
to any director, officer or employee of a subsidiary of IIJ conflicts with laws
of the relevant jurisdiction, IIJ shall modify the application of this Code,
with respect to such subsidiary, to avoid such conflict, but only to the extent
that such modification is not inconsistent with the United States federal
securities laws and regulations, as well as the regulations of Nasdaq. IIJ shall
also take action to apply this Code to the directors, officers and employees of
its affiliates.
II. COMPLIANCE WITH APPLICABLE LAW
IIJ is committed to conducting its business in strict compliance with all
applicable governmental laws, rules and regulations, including but not limited
to laws, rules and regulations related to securities, labor, employment and
workplace safety matters. Directors, officers and employees are expected at all
times to conduct their activities on behalf of IIJ in accordance with all
applicable laws and regulations as well as
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internal company rules and this Code. In addition to the laws of Japan, as a
Nasdaq listed company, IIJ is subject to regulations of the SEC and Nasdaq and
required to comply with United States federal securities laws and regulations.
III. REPORTING AND ACCOUNTABILITY
The CEO is responsible for applying this Code to specific situations in which
questions are presented to the CEO and has the authority to interpret this Code
in any particular situation for any employee; except that, in case of any
material situation involving any employee, such responsibility and authority
shall be assumed by the Board of Directors and, in case of any situations
involving any officer or director, such responsibility and authority shall be
assumed by the Board of Statutory Auditors. Any director, officer or employee
who becomes aware of any existing or potential violation of this Code is
required to notify the CEO promptly. Failure to do so is itself a violation of
this Code. In case of any situation with respect to which the CEO does not have
the responsibility or authority described above, the CEO shall notify the Board
of Directors or the Board of Statutory Auditors, as the case may be. Failure to
do so is itself a violation of this Code.
A director, officer or employee who is unsure of whether or not a situation
violates this Code should discuss the situation with the CEO to prevent possible
misunderstandings and embarrassment at a later date.
Each director, officer or employee must:
(1) Notify the CEO promptly of any existing or potential violation of this Code.
(2) Not retaliate against any other director, officer or employee for reports of
potential violations that are made in good faith and protect its identities
to the extent consistent with law and this Code.
The CEO shall take all action he considers appropriate to investigate any
potential or existing violation by an employee reported to him; except that, in
case of any material potential or existing violation by any employee, such
action shall be taken by the Board of Directors and, in case of any potential or
existing violation by an officer or director, such action shall be taken by the
Board of Statutory Auditors. If a violation has occurred, IIJ will take such
disciplinary or preventive action as it deems appropriate, after consultation
(i) with the CEO, in case of any non-material violation by an employee, (ii)
with the Board of Directors, in the case of any material violation by an
employee, or (iii) with the Board of Statutory Auditors, in the case of any
violation by an officer or director.
IV. FAIR DEALING
It is the policy of IIJ to comply with applicable antitrust, competition and
fair trade laws and regulations of each country and region where IIJ conducts
its businesses. Directors, officers and employees are required to deal fairly
with IIJ's financial institutions, customers, suppliers, vendors, competitors,
agents
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and other entities, to base their business relationships on lawful, efficient
and fair practices and to use only ethical practices when dealing with actual or
potential counterparties, including financial institutions, customers,
suppliers, vendors, competitors, agents and other parties. It is prohibited to
give and accept anything of value from any current or potential counterparties,
including financial institutions, suppliers or vendors as inducement for or in
return for business or preferential treatment and to take advantage of any
financial institution, customer, supplier, competitor or other entity through
manipulation, concealment, abuse of privileged information, misrepresentation of
material facts, or any other unfair business practices.
V. CONFLICT OF INTEREST
Business decisions and activities must be based on the best interests of IIJ and
must not be motivated by, or appear to be motivated by, personal considerations
or relationships. Any director, officer and employee should avoid any action
which may involve, or appears to involve, a conflict of interest with IIJ.
Relationships with actual or potential suppliers, contractors, customers or
competitors must not affect, or appear to affect, your independent and sound
judgment on behalf of IIJ. Directors, officers and employees are required to
disclose to the CEO any situation that may be, or appears to be, a conflict of
interest.
In particular, clear conflict of interest situations involving directors,
officers and other employees who occupy supervisory positions or who have
discretionary authority in dealing with any third party specified below may
include the following:
(1) any significant ownership interest in any supplier or customer;
(2) any consulting or employment relationship with any customer, supplier or
competitor;
(3) any outside business activity that detracts from an individual's ability to
devote appropriate time and attention to his or her responsibilities with
IIJ;
(4) the receipt of non-nominal gifts or excess entertainment from any company
with which IIJ has current or prospective business dealings;
(5) being in the position of supervising, reviewing or having any influence on
the job evaluation, pay or benefit of any immediate family member; and
(6) selling anything to IIJ or buying anything from IIJ, except on the same
terms and conditions as comparable directors, officers or employees are
permitted to so purchase or sell.
Such situations, if material, should always be discussed with the CEO.
VI. DEALING WITH GOVERNMENT OFFICIALS
It is strictly prohibited to, directly or indirectly, promise, offer or make
payment in money or anything of value to government officials for the purpose
of, or that appears to be for the purpose of, seeking
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favorable business treatment or improperly affecting business or government
decisions. In many countries gifts or payments to government officials are
specifically prohibited by law. Any director, officer, or employee involved in
sales or other transactions with government officials should ensure that such
transactions comply with all applicable laws and regulations and avoid even the
appearance of impropriety.
VII. CONFIDENTIAL INFORMATION
IIJ will protect its own confidential and proprietary information as well as the
information that financial institutions, customers, suppliers, competitors or
their employees entrust to IIJ. Directors, officers and employees are required
to maintain the confidentiality of all confidential and proprietary information
and not to disclose or distribute any confidential or proprietary information
except when authorized by the company. Directors, officers and employees are
also required to use such information only for the purpose permitted by the
company in connection with their duties at IIJ. Even within IIJ, directors,
officers and employees shall only disclose confidential or proprietary
information to those employees who have business-related "need-to-know".
VIII. COMPANY'S ASSETS
Directors, officers and employees have a responsibility to protect the IIJ
assets entrusted to them from loss, damage, misuse or theft. Such assets include
both tangible and intangible assets, including IIJ's name, logo, brand,
trademark, service marks, copyrights, patents, trade secrets, inventions,
products, know-how, marketing and financial plans, databases, records and other
intellectual property and may only be used for business purposes and other
purposes approved by the Board of Directors.
IX. CORPORATE OPPORTUNITIES
Directors, officers and employees owe a duty to IIJ to advance IIJ's business
interests. Directors, officers and employees are prohibited from taking for
themselves or directing to a third party a business opportunity that is
discovered through the use of corporate property, information or position,
unless IIJ has already been offered the opportunity and determined not to pursue
it. More generally, directors, officers and employees are prohibited from using
corporate property, information or position for personal gain and from competing
with IIJ.
Sometimes the line between personal and IIJ benefits is difficult to draw, and
sometimes there are both personal and IIJ benefits in certain activities.
Directors, officers and employees who intend to make use of IIJ property or
services in a manner not solely for the benefit of IIJ should consult beforehand
with the CEO.
X. INSIDE INFORMATION AND SECURITIES TRADING
It is illegal to use insider information when buying, selling or trading stocks
or other securities, including not only the Company securities but also the
securities of other companies about which directors, officers or employees have
"material non-public information" as a result of business activities. "Material
non-
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public information" is any non-public information which can be expected to
affect the judgement of reasonable investors as to whether or not to buy, sell,
or hold the securities in question. It includes financial performance including
earnings, dividend plans, significant litigation exposure due to actual or
threatened litigation, news of a pending or proposed acquisition or merger,
corporate partnerships, acquisitions or strategic alliances, the disposition of
assets, new equity or debt offerings, changes in senior management or any other
significant activities. Directors, officers and employees must handle "material
non-public information" just like other IIJ's proprietary information and must
not disclose "material non-public information" unless authorized by IIJ. Any
director, officer or employee who is uncertain about the legal rules involving a
purchase or sale of any IIJ securities or any securities in companies that he or
she is familiar with by virtue of his or her work for IIJ, should consult with
the CEO before making any such purchase or sale.
XI. MEDIA RELATIONS AND PUBLIC INQUIRIES
IIJ takes seriously its legal and business obligations to communicate accurately
with the news media, regulatory agencies and other entities. Inappropriate
comment to such entities may be damaging. To ensure professional and consistent
handling of communication with any such entities, requests from the news media,
press agents and other mass media should be forwarded to IIJ's investor
relations section and the request from regulatory agencies and other
governmental authority should be forwarded to IIJ's legal section.
XII. FINANCIAL REPORTING AND ACCURACY OF COMPANY RECORDS
IIJ is required by law and exchange regulations to make full, accurate, timely
and understandable disclosure in the reports and documents that IIJ files with,
or submits to the SEC, Nasdaq and other regulatory entities and in all other
public communication it makes. All records, recordation and reporting,
maintenance of information, including but not limited to business transactions,
books and other financial records, must be accurate, complete and timely and
must be a fair representation of facts.
Each director, officer or employee involved in IIJ's disclosure process,
including the CEO, the Chief Financial Officer and the Chief Accounting Officer,
is required to be familiar with and comply with IIJ's disclosure controls and
procedures and internal control over financial reporting, to the extent relevant
to his or her area of responsibility, so that IIJ's public reports and documents
filed with SEC or Nasdaq comply in all material respects with the applicable
federal securities law and SEC and Nasdaq rules. In addition, each person having
direct or supervisory authority regarding these SEC filing or IIJ's other public
communications concerning its general business, results, financial condition and
prospects, should, to the extent appropriate within his or her area of
responsibility, consult with other Company officers and employees and take other
appropriate steps regarding these disclosures with the goal of making full,
fair, accurate, timely and understandable disclosure.
Each director, officer or employee who is involved in IIJ's disclosure process,
including without limitation the Chief Financial Officer, must:
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(1) Familiarize himself or herself with the disclosure requirement applicable to
IIJ as well as the business and financial operations of IIJ;
(2) Not knowingly misrepresent, or cause others to misrepresent, facts about IIJ
to others, whether within or outside IIJ, including to IIJ's independent
auditors and governmental regulators; and
(3) Properly review and critically analyze proposed disclosure for accuracy and
completeness.
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