D-Link Group

Code of Conduct

Created on 31^th of AUG., 2005

1. Scope of Application

This Code of Conduct applies to all employees including Board members of D-Link Group.

2. Avoid Conflicts of Interest

(a) Engaging in any activity that competes with, or appears to compete with, the business of the Company.

(b) Engaging in business transactions on behalf of the Company with family members or friends.

(c) Hiring family members or relatives in the same company or same department. (See detailed rules stipulated in Item No. (3) of this Section, regarding such hiring.)

(d) Using confidential or non-public Company information for personal, family member’s or friend’s gain.

 

(e) Having more than a modest financial interest in any Company supplier, customer or competitor.

(f) Accepting part-time or other employment, including consulting arrangements or directorships, with any Company supplier, customer or competitor.

(g) Receiving an improper personal benefit as a result of position in the Company, whether received from the Company or a third party. Improper benefits may take many forms, including, but not limited to, bribes, inducements, kickbacks, discounts, gratuities, gifts (of more than a nominal value), and payment for services, such as travel and entertainment, or the allocation of shares to friends or family members.

(2) Unless approved in advance, conflicts of interest are prohibited. Employees are required to report / disclose any conflict of interest which has occurred or is likely to occur to their supervisor(s) and/or Compliance Officers.

(3) Rules regarding hiring of family members and relatives

(a) It is inadvisable to hire family members or relatives in the same company or same department or same reporting line.

(b) Any exceptions to the foregoing rule requires prior written approval by two higher levels of approving authorities along the normal reporting line, or up to the CEO of D-Link Group.

(c) Any existing relationships among employees with respect to family members or relatives have to be declared to his/her supervisor and Compliance Officer within one week after announcement of this Code.　　

3. Comply with Laws, Rules and Regulations

(1) Employees have to fully comply with all applicable laws, rules and regulations, and company policies.

(2) Internal rules and regulations are issued by responsible department and monitored by the Compliance Officers.

(3) Any new Government rulings or regulations which may affect the Company’s business must be reported immediately to their supervisors and/or Compliance Officers.

4. Safeguard Confidential Information

(1) Employees are expected to maintain the confidentiality of confidential information to which they have access and which belongs to the Company, its suppliers or customers.

(2) Confidential information includes, but is not limited to, non-public information that might be of use to competitors of the Company or be harmful to the Company, its suppliers or customers, if disclosed.

(3) Confidential information may be disclosed on a need to know basis to carry out the Company’s operations.

(4) If any disclosure is to be made outside the Company, such disclosure should only be made pursuant to the terms of a valid non-disclosure agreement or as otherwise authorized by the Legal Department.

(5) Confidential information must not be copied or stored on private computers or other non-Company owned media.

5. Report Illegal or Unethical Behavior

(1) Anyone who in good faith reasonably believes that a violation of this Code or any other illegal/unethical conduct has occurred, is expected to contact his/her supervisor(s) and/or Compliance Officer(s) and report such information.

(2) All such reports shall be treated as confidential and shall be disclosed to management only on a need to know basis.

(3) It is the Company’s policy not to retaliate against any one who, in good faith, reports or complains of a violation of the Code.

6. Non-Discrimination

(1) The Company is an equal opportunity employer. The Company prohibits discrimination in decisions concerning recruitment, hiring, compensation, benefits, training, termination, promotions, or any other condition of employment or career development.

(2) The Company is committed to provide a work environment free from discrimination or harassment in all forms including sexual harassment and discrimination based on race, religion, national origin, age, gender, sexual orientation, creed, disability, citizenship, veteran status or any other legally protected category.

(3) Harassment, in all forms, is prohibited, including unwelcome or unwanted, offensive behavior expressed by an employee toward another, such conduct as slurs, jokes, intimidation or any other verbal or physical attack upon a person based on race, religion, national origin, age, gender, sexual orientation, creed, disability, citizenship, veteran status or any other legally protected category, the performance of sexual favors as a condition of an employee‘s employment status, or conduct that creates an intimidating, hostile, or offensive working environment.

7. Provide Reliable Internal Controls and Financial Reports

(1) Employees should give due consideration to the quality of business controls, including internal controls over financial reporting, as well as to implementing control improvements.

(2) Employees should take immediate action to resolve any control weaknesses that could negatively affect the Company‘s profitability and reliability of financial reporting.

(3) Employees should provide true, timely and complete financial information and disclosure in reports and documents that the Company files in public communications and any internal reporting that leads or may lead to public communications, including to stock exchanges.

(4) Employees should refrain from directly or indirectly taking any action to fraudulently influence, coerce, manipulate, or mislead persons preparing the financial statements or to otherwise take any action directly or indirectly that would cause such financial statements to be materially incorrect or misleading.

8. Protect and Appropriately Utilize the Company’s Assets

Employees are responsible for protecting the Company’s assets and ensuring that they may be validly and legally used for the Company’s business.

9. Penalty

(1) Disciplinary action may result in immediate termination of employment (or of the business relationship), at the Company’s sole discretion.

(2) Nothing in this Code restricts or limits the Company’s ability or rights to pursue any and all remedies, serially or cumulatively, at law or in equity, against the responsible or participating persons. Where laws have been violated, the Company will cooperate fully with applicable authorities.

10. Procedures for Waivers

(1) Under special circumstances, the Company may waive the application of this Code of Conduct to directors, supervisors or managers pursuant to a resolution of the board of directors, provided that the content, reason and applicable period of such waiver shall be promptly disclosed on the “Market Observation Post System”. Matters with respect to the non-competition requirement on directors’ shall be dealt with in accordance with Article 209 of the Company Law.

(2) Waivers for employees shall be handled in accordance with the Company’s internal policies.

11. Implementation and Revision

This Code is prepared according to Corporate Governance guidelines, and becomes effective upon approval by the CEO and Board of Directors.