Corporate Compliance

The Company views corporate ethics and compliance as a fundamental prerequisite for our corporate activities, and defines it as meeting society’s expectations and demands through appropriate action both as a company and as individuals, beyond the framework of solely legal compliance. The initiatives include employee training and whistleblowing programs. The Board of Directors monitors corporate ethics and compliance initiatives, based on discussions in the Compliance Committee.

Policy on Corporate Compliance

Corporate ethics and compliance constitute one of our Material Foundations for Corporate Activities to increase corporate value in a sustainable manner by prospering together with all stakeholders. The Company views corporate ethics and compliance as a fundamental prerequisite for our corporate activities, and defines them as meeting society’s expectations and demands through appropriate action both as a company and as individuals, and we strive to take it beyond the framework of simple legal compliance.

The Board of Directors of the Company established the SIR Group Code of Ethics as universal guidelines that govern our conduct. The Code of Ethics describes fundamental legal and ethical practices that all senior management, employees, including contract employees and temporary staff of the Company are required to follow. All employees are informed of the Code of Ethics, and the Company plans and conducts necessary training sessions for them to ensure compliance with the Code of Ethics and its internal policies.

We also have a set of basic compliance principles called the SIR Group Compliance Policy, approved by the Board of Directors, which serves as compliance guidelines for officers and all employees. The Board of Directors monitors its effectiveness.

Governance of Corporate Compliance

Board of Directors

The Board of Directors carries out the following types of monitoring to confirm the effectiveness of compliance so that oversight is not a mere pro forma observance.

• Receives semiannual reports to monitor the status of group-wide compliance and confirms occurrences of whistleblower reports, disciplinary actions, lawsuits, violations of laws and regulations, as well as the mechanisms and organizational structure for managing these issues.

• Receives reports to monitor the deliberations and decisions of the Company’s Business Strategy Meeting, the Compliance Committee of SIR Group and of each SBU (each SBU's Committee meets twice a year) and confirms the status of compliance activities and significant issues.

Compliance Committee

The Compliance Committee is an advisory body to the Board of Directors chaired by the Representative Director, President and CEO. The Compliance Committee deliberates on compliance themes and measures of the Company. The committee evaluates and decides on action plans based on the information collected from the SIR Group’s administrative departments and subsidiaries. The Compliance Committee’s deliberations and decisions are reported to the Board of Directors to promote a compliance mindset within the Company.

Whistleblower System and Protection

The Company has defined its whistleblower system and escalation process for reporting incidents in the SIR Group Compliance Policy.

SIR Group and its subsidiaries have established whistleblower systems in the event that any employee, including contract employees and temporary staff, discover potential issues related to internal controls. These include reporting hotlines for harassment and/or illegal or other inappropriate behavior to promptly transmit information to the applicable department in charge of compliance within SIR Group and its subsidiaries. The department in charge of compliance that receives the report promptly and thoroughly investigates the matter, decides on response measures in consultation with the related departments, and implements appropriate measures in response.

The whistleblower system is available for all employees, including contract employees, temporary staff, and full-time partners working in SIR Group, to report if they feel they are being unfairly treated during work or in the workplace. They can also use the hotlines when, from a third-party perspective, they find or sense misconduct or unjust treatment, such as bribery, corruption, unfair competition, data leakage, conflict of interest, insider trading, bullying or other harassment.

SIR Group and its subsidiaries take various initiatives to ensure that all of our people know these hotlines are readily available for them.

All of the hotlines are confidential reporting channels. The SIR Group Compliance Policy, resolved by the Board of Directors, ensures anonymity and protection for all whistleblowers by prohibiting any retaliation, including dismissal or unfair transfer, against any whistleblower for making a good-faith compliance report. The policy also stipulates respect for the privacy of whistleblowers, and ensures that the information of the whistleblower and the details of the report will not be disclosed to anyone beyond the extent necessary to handle the matter without the prior permission of the whistleblower in question, so that they will not suffer any disadvantage because of reporting under this system. Furthermore, the policy protects against any harassment or retaliation from the whistleblower’s organization. Any violations of this policy will be subject to disciplinary action, including, but not limited to admonishment or termination.

SIR Group also provides access to a third-party operated external hotline as a whistleblower system for all employees including contract employees and temporary staff, so that more people can easily access the whistleblower system. Only upon approval by the whistleblower, the contents of their report filed via the external hotline are shared directly with SIR Group Audit & Supervisory Board members.

Our whistleblower system also offers hotlines for those outside the SIR Group, including our suppliers, users, clients and other third parties, on our official website.

Employee Training on Ethical Standards

The Company sets the policy to provide compliance education to all employees based on the Code of Ethics, and has the management of our subsidiaries send out messages regarding compliance on a regular basis. Based on these policies, SIR Group and each subsidiary takes the following measures: provide the Code of Conduct, distribute leaflets and other electronic media on ethical standards and compliance,) test the level of understanding, and deliver speeches and email messages from the Presidents of group companies, to ensure that our respect for compliance is properly conveyed.

Each subsidiary also has company-level compliance training in place that best fits its business. For example, SIR Group, Matching & Solutions SBU and Vientam operations of Staffing SBU conducts compliance comprehension tests for all employees including contract workers and temporary staff in addition to compliance and harassment training programs. They cover areas of misconduct and unjust treatment, such as bribery, corruption, unfair competition, data security and data privacy, conflicts of interest, insider trading as well as human rights topics such as bullying and harassment and social and corporate rules that employees will need to know when they encounter certain situations.Employees can report their concerns about risk management and compliance in the free comments section of the survey, which is conducted after the compliance comprehension tests. Furthermore, employees’ status on compliance is confirmed semi-annually as part of their evaluations, and internal policies stipulate that if employees violates the SIR Group Compliance Policy, it will be reflected in employee evaluations, and the employee will be subject to disciplinary action (e.g., warning, pay cut, dismissal).

Initiatives to Improve Corporate Compliance

Prevention of Bribery

The Company prevents bribery according to the Recruit Group Compliance Policy formulated by the Board of Directors. The policy stipulates that SIR Group and all of its consolidated subsidiaries worldwide be in compliance with the US Foreign Corrupt Practices Act (FCPA) and other relevant laws and regulations in each region and country to maintain proper relationships with politicians and public officers, and specifically sets forth prohibited acts. The prohibited acts include directly or indirectly providing, offering, promising to provide, or accepting any money or other items of value to acquire a wrongful gain in business.

Insider Trading Prevention Rules

The Company has the SIR Group Insider Trading Prevention Policy for all officers and employees across the SIR Group to ensure they never communicate matters that may amount to material nonpublic information or recommend trades of specific investment securities to third parties. Our compliance initiatives promote social and ethical responsibility among officers and employees, ensuring trust in our group.

Exclusion of Antisocial Forces

The SIR Group Code of Ethics clearly states our policy of having no involvement whatsoever with organized crime, crime syndicates, and other antisocial organizations. The SIR Group Compliance Policy further stipulates that the Company will not maintain any connection with antisocial forces, as defined by the Vietnam government, including business relations, will develop regulations regarding what steps to take if a case should arise, and will act resolutely against unreasonable demands in accordance with the law, designating a department to oversee such responses and cooperating with outside expert organizations. These principles are upheld by all our officers and employees.