Exhibit 11.1
KONAMI GROUP CODE OF BUSINESS CONDUCT AND ETHICS
Chapter I—General Rules
1.1 Application of This Code
The KONAMI GROUP CODE OF BUSINESS CONDUCT AND ETHICS (the “Code”) shall be applied to the officers and all employees (collectively, “Personnel”) of KONAMI Corporation and its subsidiaries (“KONAMI Group”).
1.2 Interpretation of This Code
Any Personnel who has any questions regarding this code or who is unsure as to whether a situation violates this Code should discuss the situation with the Compliance Committee.
1.3 Reporting Procedure against Violations
Any Personnel who becomes aware of any existing or potential violation of laws, rules, regulations or this Code is required to notify his or her supervisor and the Compliance Committee promptly.
Chapter II—Ensure Compliance with Related Laws
2.1 Respect for Fundamental Human Rights
Personnel shall respect the human rights defined by the Constitution and laws applied by the country and/or geographic territory where he or she works.
Personnel shall respect individual privacy and not discriminate on the basis of gender, age, race, nationality, political views, religion, hiring, remuneration or disability.
2.2 Compliance with Related Laws and KONAMI Group’s Regulations
Personnel shall comply with relevant laws and regulations in the course of business conduct. Personnel shall not take any action prohibited by employment regulations or engage in any unlawful and/or unethical activity.
Personnel shall not engage in any unlawful and/or socially unacceptable activity even if his/her refusal to do so disobeys a supervisor’s order. In addition, Personnel shall not allow others to engage in unlawful or socially unacceptable activity.
2.3 Respect for International Diversity
Personnel shall comply with the laws and regulations applied in a foreign country and/or geographic territory while conducting business there as well as respect the culture, customs, traditions and values shared by people in the country and/or geographic territory. In addition, Personnel shall endeavor to understand culture, art, customs and traditions through communication with people in the foreign society where he or she works, and build relationships with them based on mutual trust and respect.
2.4 Respect for Intellectual Property
Personnel shall respect intellectual property and be careful not to misappropriate or steal another person’s idea or confidential information in the course of business.
2.5 Prohibition of Unlawful Investment Activities
It is both illegal and against KONAMI Group’s policy for any individual to profit from non-public information relating to KONAMI Group or any other company.
Anyone who is aware of material non-public information relating to KONAMI Group or any other company may not enter into transactions related to the securities of KONAMI or the other company until the information has been released publicly.
If any Personnel is uncertain about the legal rules involving a transaction related to any KONAMI securities or any securities in companies that he/she is familiar with by virtue of his/her work for KONAMI Group, such Personnel should consult with the Compliance Committee before making any such purchase or sale.
* For additional details, refer to the KONAMI Group Insider Trading Regulations.
2.6 Conflict of Interest
A “conflict of interest” occurs when an individual’s private interest interferes or appears to interfere with the interests of KONAMI Group.
Personnel shall understand that a conflict of interest may arise when he/she takes actions or have interests that may make it difficult to perform KONAMI Group’s business.
Conflicts of interest are prohibited as a matter of company policy, unless they have been approved by KONAMI Group. No Personnel may use or attempt to use his/her position at KONAMI Group to obtain any improper personal benefit for himself/herself, for his/her family, or for any other person.
Personnel are prohibited from using corporate property, information or position for personal gain and from competing with KONAMI Group.
If the line between personal and KONAMI Group benefits is difficult to draw, Personnel should obtain prior approval from the Compliance Committee before using KONAMI Group property or services that is not solely for the benefit of KONAMI Group.
2.7 Corporate Opportunity
Personnel are prohibited from taking (or directing to a third party) to take a business opportunity that is discovered through the use of corporate property, information or position, unless KONAMI Group has already been offered the opportunity and turned it down.
2.8 Fair Competition and Dealing
Personnel shall endeavor to deal fairly with KONAMI Group’s customers, service providers, suppliers and competitors and shall give/accept gifts and entertainment in accordance with the internal rules and within socially appropriate limits.
Personnel shall ensure fair and equal relationships with retailers based on the sales agreement in each individual deal.
2.9 Prohibition of Bribery to Public Officials, etc.
Personnel shall not provide public officials (including foreign public officials) or anyone in an equivalent position with any fraudulent entertainment/gifts/benefits or other economic benefits, whether within or outside of the country.
In addition, Personnel shall not make payments to agencies or consultants if he or she becomes aware that there has been an actual or suspected misappropriation of a part of such money to encourage illegal acts of public officials or anyone in an equivalent position.
2.10 Fair Dealing with Suppliers
Personnel should understand that he/she represents KONAMI Group in dealings with suppliers and shall deal with them in good faith.
Personnel shall not provide any unfair benefit to suppliers even if he/she has influence over them (e.g., authority to select and/or evaluate suppliers).
Personnel shall not request unfair conditions or disclosure of any supplier’s know-how and shall not exclude a specific supplier intentionally by using his/her position or authority over them.
Personnel shall not accept personal benefits such as socially unacceptable gifts or excessive entertainment from suppliers.
Before beginning to deal with a new supplier, Personnel shall obtain approval to do so based on KONAMI Group’s approval procedure. Personnel shall not begin to deal with a new supplier without approval from KONAMI Group.
2.11 Appropriate Safety Resources
When Personnel pay expenses or make an investment, he/she shall comply with KONAMI Group’s related standards and conduct multiple checks in order to ensure proper payment.
When Personnel conduct derivative trading or provide a guarantee for debt, he/she shall comply with KONAMI Group’s standards or approval procedures.
2.12 Proper Response to Administrative Guidance
When Personnel receive administrative guidance from a government agency, he/she shall respond after studying the contents of the guidance.
If the content of the guidance is not clear, Personnel shall seek explanation and take other necessary action based on relevant laws and regulations before responding.
2.13 Political Activities Compiled with Related Laws
Personnel shall conduct political activities in accordance with relevant laws and regulations and shall not provide an unlawful or socially unacceptable benefit to a political party, a politician or a public official.
Personnel shall neither establish improper relationships with politicians and public officials nor take any action that may be regarded as establishing improper relationships with such persons.
2.14 Shut off Relationships with Antisocial Forces
Personnel shall maintain a resolute attitude toward any antisocial activities or forces, and shall not have any relationship with such activities or forces.
In addition, Personnel shall take sensible actions in accordance with laws, ethics and socially accepted values so that he/she shall not be involved in illegal or socially unacceptable activities.
Personnel shall strictly reject any inducement for illegal or socially unacceptable activities and take necessary action against such inducement as well as report to the Risk Management Committee.
2.15 Maintain Discipline in the Working Place
Personnel shall maintain discipline order in the working place to prevent theft, occasional accidents, waste of KONAMI’s resources and other such harmful occurrences.
Personnel shall never engage in behavior, including gestures, language and physical contact, that is sexually coercive, threatening, abusive or exploitative.
2.16 Protection of Confidential Information and Other Companies’ Information
In carrying out KONAMI Group’s business, it is highly probable that Personnel will learn confidential or proprietary information about KONAMI Group, its customers, suppliers and joint venture parties. Each Personnel agrees to maintain the confidentiality of all information entrusted to him/her both during and after his/her employment with KONAMI Group, except when disclosure is authorized or legally mandated.
Personnel shall fully understand that leaking confidential information (e.g., information about a new business plan or a new product) harms KONAMI Group’s business and may also be a criminal offence. Accordingly, Personnel shall treat confidential information with utmost care.
All information about business partners shall be obtained only from a legitimate person and in a legitimate manner.
2.17 Protection of Assets and Property
Personnel shall protect KONAMI Group’s assets and use them efficiently only for legitimate business purposes and only as authorized and in accordance with KONAMI Group’s rules.
Personnel shall always be careful to protect KONAMI Group’s rights and properties from unauthorized use by third parties.
If Personnel invent any technology, patent or intellectual property in the course of business, he/she shall take necessary action to protect such property (e.g., report to KONAMI Group, cooperate with the preparation and filing of applications with the appropriate government agency, etc.)
Personnel understands and agree that all inventions, ideas, copyrights and other properties developed in the course of business will belong to KONAMI Group to the extent permitted by law.
2.18 Ethics and Responsibilities of Financial Officers
Personnel shall ensure the accuracy of financial/accounting data in accordance with an accounting principle such as USGAAP and shall never alter, leak, falsify or otherwise destroy or abuse such data.
Personnel shall become informed as to what constitutes illegal conduct such as false accounting, false reporting, tax evasion and insider trading, and fully understand that such conduct is never permitted.
2.19 Disclosure of Company Information
With respect to information that is required to be disclosed under applicable laws or regulations or information that is otherwise deemed appropriate to disclose, personnel shall ensure that the disclosure of such information is full, accurate, timely and understandable and is made pursuant to appropriate internal procedures.
2.20 Responsibilities of Assigned Business Role
Personnel shall concentrate on their work and not personal matters during business hours.
Personnel shall work to understand and comply with KONAMI Group’s corporate policy and rules such as the employment regulations as well as directions by supervisors and colleagues.
Personnel shall exercise his/her authority and discretion properly and will not abuse or take any action beyond their authority and discretion. Personnel shall keep his/her supervisor or any other responsible person informed of all issues in a timely manner.
Chapter III—Provide World-class Entertainment Products and Services.
3.1 Creative and Efficient Business Operations
Personnel shall cooperate and work together proactively and creatively in order to build more creative and efficient business operations and to increase the abilities of all personnel and KONAMI Group.
Management personnel will provide proper supervision, direction and instruction to their subordinates and lead them to conduct more creative and efficient business operations.
Personnel shall exercise his/her innovation and ingenuity in order to continuously improve business operations in terms of efficiency creativity, productivity and accuracy.
If any product defect or mistake is detected, Personnel shall conduct a thorough investigation as to the cause and make efforts to prevent any future reoccurrence.
3.2 Proactive Acquisition of Expertise about Products and the Industry
Personnel shall stay informed about business trends and innovative technologies in the industry and shall endeavor to acquire knowledge with respect to such issues.
3.3 Identify Customer Preferences and Increase Customer Satisfaction
Personnel shall conduct continuous research activities to identify customer needs and preferences.
Personnel shall listen carefully to customers’ requests and will convey such information to the responsible department in order to improve product quality.
Personnel shall engage in customer-oriented product planning and sales activities in order to obtain customer satisfaction.
3.4 Attention to Cost-Effectiveness
Personnel shall pay attention to cost-effectiveness in order to produce attractive products in terms of price as well as quality.
3.5 Seek Higher Safety of Products and Services
Personnel shall ensure the safety of products through the entire production process including concept design, product design, manufacturing and distribution. In addition, Personnel shall consider product safety when he/she produces product manuals and when he/she provides customer services and support.
Personnel shall work to ensure the safety of products purchased from other companies that are incorporated into KONAMI Group’s products or distributed using KONAMI Group’s brand or market channel by discretion in the choice of suppliers and requiring them to ensure the safety of the products.
Personnel shall study product safety standards and related laws enforced in each country or geographic territory where he/she conducts business as well as review the latest research in order to identify and implement higher product safety requirements.
When Personnel provide products that may cause serious physical injury such as food products, he/she shall follow even more rigorous safety standards according to KONAMI Group’s safety operation manuals.
3.6 Appropriate Action for Ensuring Safety
When Personnel obtain any information related to a product’s safety, he/she shall confirm the accuracy of the information. If any problem has occurred, Personnel shall take immediate action and shall cooperate with the responsible department and/or a responsible business partner to resolve the problem.
Whenever an accident has occurred, Personnel shall take immediate action and will respond in good faith as well as convey such information to the responsible department (and any governmental agency if required) in order to improve product safety.
Chapter IV—Establish Fair Relationships with Stakeholders.
4.1 Accurate Reporting to Mass Media
Any Personnel who contacts press media understands that his/her action represents KONAMI, and that public confidence in KONAMI Group may be increased or decreased by his/ her action. When conducting public relations activities, he/she shall release material information to the mass media promptly and accurately. When Personnel receive any criticism or request about released information, he/she shall convey such criticism or request immediately to the responsible department.
Personnel shall fully understand that KONAMI Group’s information is a material asset. Therefore, Personnel shall preserve its confidentiality and ensure that information is obtained, used and disclosed appropriately.
4.2 Healthy Working Environment
Personnel shall keep their work place clean and organized in order to maintain a safe work environment that is free from accidents. If any accident or disaster occurs, Personnel shall conduct a through investigation as to the cause and make efforts to prevent any future reoccurrence.
4.3 Ensure Safety in the Course of Business Operation
Personnel shall study security, transportation and other conditions when in a foreign country or geographic territory in order to ensure his/her safety and his/her family’s safety.
4.4 Understand, Promote and Participate in KONAMI Group’s Public Interest Activities
Personnel fully understand the objective of KONAMI Group’s public interest activities and shall support such activities. Personnel shall introduce KONAMI Group’s public interest activities to people outside of KONAMI Group and will introduce them if possible.
4.5 Relationship with Local Community
Personnel shall encourage supporting or participating in activities in each local community where his/her office is located and shall produce programs for communicating with people in the local community.
4.6 Environmental Efforts
Personnel shall endeavor to preserve the environment while acknowledging that addressing environmental problems is an issue shared by the entire human race and is essential for the continued existence and activities of the company.
Personnel shall make effective use of resources/energy and shall be committed to waste reduction, effective utilization and recycle.
APPENDIX: OPERATION PROCEDURES OF “KONAMI GROUP CODE OF BUSINESS CONDUCT AND ETHICS”
Chapter I—Procedure regarding This Code
1.1 Contact for Reporting Violations of This Code
Any Personnel who becomes aware of any actual, possible or suspected conducts violating this Code shall report to his or her supervisor or the internal report office as separately specified.
Chapter II—Punishment to Violations against This Code
2.1 Punishment to Violations against This Code
Violations of this Code will be punished as set forth in the employment regulations and in other internal regulations.
