CRHoldings

1.1 Overview

1. 1) The Compliance Program (CP) refers to a system voluntarily adopted and implemented by businesses to enhance understanding of, and ensure adherence to, fair trade-related laws and regulations. Unless otherwise specified, the term refers to the Compliance Program of CR Holdings.
2. 2) The “Compliance Handbook” or “Compliance Manual” refers to documentation developed by each business entity for the establishment and implementation of its CP. Unless otherwise indicated, this refers to the Compliance Handbook of CR Holdings.

1.2 Stakeholders

1. 1) “The Fair Trade Commission” (hereinafter referred to as the “FTC”) denotes the Korea Fair Trade Commission.
2. 2) “Employees” refer to all executives and staff members who have entered into an employment contract with CR Holdings.
3. 3) “Business Partners (Counterparties)” refer to partner companies and suppliers that have entered into a contractual relationship with CR Holdings. This term may also be used interchangeably with “subcontractors.”

1.3 Definition of the Compliance Program (CP)

1. 1) The Compliance Program is a legal compliance system and code of conduct implemented by a company to ensure voluntary adherence to fair trade laws and regulations. The core purpose of the CP is to proactively prevent the risks associated with violations of such laws by establishing a systematic approach and behavioral standards.

1.4 Fair Trade-Related Laws and Regulations

1. 1) The term “Fair Trade Act” refers to the Monopoly Regulation and Fair Trade Act.
2. 2) The term “Subcontracting Act” refers to the Act on the Fairness in Subcontracting Transactions.
3. 3) The term “Terms and Conditions Act” refers to the Act on the Regulation of Terms and Conditions.
4. 4) The term “Fair Trade-Related Laws” collectively or individually refers to the above acts and their enforcement decrees.
5. 5) The term “Law” or “Regulation” may refer narrowly to the statute itself, or more broadly to include its enforcement decrees, as well as relevant guidelines and public notices issued by the competent authorities.

1.5 Necessity of the Compliance Program (CP)

1. 1) Enhancement of Internal and External Credibility
   - Publicly announcing and substantively implementing a CP reinforces the company's image as a transparent and fair business entity, thereby enhancing its reputation both internally and externally.
2. 2) Prevention of Corporate Losses Arising from Legal Violations
   - Violations of relevant laws may result in severe consequences such as fines, damages, litigation costs, and reputational harm. These tangible and intangible losses highlight the importance of establishing a CP as a fundamental preventive measure.
3. 3) Minimization of Damage from Legal Violations
   - Even in cases where violations occur inadvertently by field employees despite the company’s efforts to comply, a well-documented and actively implemented CP may help mitigate penalties and enable the company to benefit from leniency measures by competition authorities.

2.1 Expression of Management’s Commitment to Compliance

1. 1) The commitment and active interest of top management are essential to fostering a culture of fair trade within the organization. The CEO must clearly communicate that fair trade compliance is a core component of corporate management and that all employees are expected to observe related regulations. This commitment can be conveyed through various internal communication channels such as the intranet and email, to instill a strong awareness among employees regarding the importance of complying with fair trade laws.

2.2 Appointment of a Compliance Officer by the Board of Directors

1. 1) The Compliance Officer plays a central role in the implementation of the CP and is entrusted with the authority and responsibility to effectively manage and operate the program. The Compliance Officer is appointed by the Board of Directors, and this appointment must be formally announced to all employees via written notice, electronic documentation, or publication on the company’s intranet or website.

2.3 Preparation and Distribution of the Compliance Manual

1. 1) A Compliance Manual, which serves as the internal guideline for fair trade compliance, must be developed and distributed to departments where there is a higher risk of legal violations. The manual should be practical and case-based to enhance understanding and assist employees in applying compliance principles in their daily work. It should also be regularly updated to reflect changes in business operations, amendments to fair trade laws, or relevant regulatory decisions. Easy access to the manual via the company intranet is recommended.

2.4 Fair Trade Compliance Training for Executives and Employees

1. 1) All executives and employees must receive training on specific cases of conduct that may violate fair trade regulations. Customized training should be provided based on the risk level of each department or role to enhance the effectiveness of the CP and improve job performance.

2.5 Establishment of an Internal Monitoring System to Prevent Violations

1. 1) The most critical aspect of operating a CP is the prevention and detection of legal violations. A systematic internal monitoring system—consisting of audits, supervision, and reporting—must be established and maintained. In particular, departments with a higher risk of engaging in unfair trade practices (e.g., procurement) should be subject to regular oversight. The Compliance Officer must report key activities and results of monitoring efforts to the CEO.

2.6 Disciplinary Actions for Violations of Fair Trade Laws

1. 1) Prompt and reasonable disciplinary measures are necessary to instill a culture of compliance within the organization. Accordingly, internal regulations must stipulate appropriate sanctions for any violations of fair trade laws.

2.7 Documentation and Record-Keeping for the Compliance Program

1. 1) Systematic documentation and record-keeping are essential infrastructures for embedding a culture of compliance within the organization. Records related to CP implementation and monitoring, submissions to the Fair Trade Commission, and other relevant documents must be properly maintained and archived.