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Code of Conduct

Article 1 (Objective and Implementation)

1.1. Trend Micro Incorporated (the “Company”) places core corporate functions across different countries and operates trans-nationally. Laws and customs vary from country to country in which the Company and its affiliates operate. Standards of ethics may also vary across these different business environments.

1.2. The Company is listed on the Tokyo Stock Exchange (the “TSE”), and is also subject to various laws including the laws of Japan, the jurisdiction under which it is organized, and therefore is subject to, among other things, ethical handling of conflicts of interest, full and fair disclosure and compliance with laws, rules and regulations such as, but not limited to, the TSE rules, the Financial Instruments and Exchange Laws ( the “Japanese securities laws”) and the Companies Act of Japan. The Company’s affiliates are also subject to corporate laws of the countries under which they are incorporated.

1.3. The objective of this code of conduct (the “Code of Conduct”) is to ensure the Company’s standards of business conduct are communicated to all directors, officers and employees of both the Company and its affiliates (each a Trend Micro Group Company”).

1.4. The Board of Directors of the Company has adopted this Code of Conduct for application to all directors, officers and employees of each Trend Micro Group Company to:

  • promote honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;
  • promote full, fair, accurate, timely and understandable disclosure in reports and documents that the Company files with, or submits to, applicable regulatory authorities in the United States in accordance with the United States federal and state securities laws and the relevant agency of the Japanese government (the “JGA”) in accordance with the Japanese securities laws and in other public communications made by the Company;
  • promote compliance with applicable laws and governmental laws, rules and regulations; and
  • promote the prompt internal reporting of violations of this Code of Conduct to an appropriate person or persons identified herein and provide an enforcement mechanism.

1.5. Each director, officer and employee owes a duty to the Company and its affiliates to act with integrity. Integrity requires, among other things, being honest and candid. Deceit and subordination of principle are inconsistent with integrity. He or she must:

  • Act with integrity, including being honest and candid while still maintaining the confidentiality of information where required or consistent with the Company’s policies.
  • Observe both the form and spirit of laws (including, without limitation, the Japanese and U.S. federal and state securities laws as applicable) and governmental rules and regulations, accounting standards and the Company’s policies.
  • Adhere to a high standard of business ethics.

Article 2 (Conflicts of Interest and Corporate Opportunities)

2.1. All directors, officers and employees shall refrain from conduct that would be, or could appear to be, adverse or contrary to the interests of any Trend Micro Group Company. A “conflict of interest” exists when such individual’s private interest interferes, or appears to interfere with, the interests of any Trend Micro Group Company. For example, a conflict of interest would arise if he or she receives, or has the potential to receive, improper personal benefits as a result of his or her position in the Company or as a result of his or her actions as a Company employee. To avoid conflicts of interests, Trend Micro Group Company directors, officers and employees are expected to disclose to their managers (or the Board as applicable) any personal interest they may have in any decision, activity or business relationship and to refrain from participating in any such decision, activity, or business relationship where there is or there might appear to be a conflict between their personal interest and the interests of any Trend Micro Group Company. The Board of Directors must review conflicts of interest involving Directors of the Company. Situations that may pose conflict of interest problems include, but are not limited to, the following:

  • any significant ownership interest in any supplier or customer;
  • any consulting or employment relationship with any customer, supplier or competitor;
  • any outside business activity that detracts from an individual’s ability to devote appropriate time and attention to his or her responsibilities with any Trend Micro Group Company;
  • the receipt of non-nominal gifts or excessive entertainment from any company with which any Trend Micro Group Company has current or prospective business dealings;
  • being in the position of supervising, reviewing or having any influence on the job evaluation, pay or benefit of any immediate family member; and
  • selling anything to or buying anything from , any Trend Micro Group Company, except on the same terms and conditions as comparable directors, officers or employees are permitted to so purchase or sell.

2.2. Conflicts of interest may arise not only as a result of a direct personal interest, but also indirectly as a result of the personal interests of family members or of organizations with which the director, officer or employee is affiliated.

Article 3 (Company Disclosures)

3.1 Each director, officer and employee involved in the Company’s disclosure process is required to be familiar with and comply with the Company's disclosure controls and procedures and internal control over financial reporting to the extent relevant to his or her area of responsibility, so that the Company's public reports and documents filed with the JGA and applicable regulatory in the United States comply in all material respects with the applicable United States federal and state securities laws and/or the Japanese securities laws, as the case may be. In addition, he or she having direct or supervisory authority regarding these filings or the Company'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 Trend Micro Group Company officers and employees and take other appropriate steps regarding these disclosures with the goal of making full, fair, accurate, timely and understandable disclosure.

3.2 Each director, officer and employee must, to the extent relevant to his or her area of responsibility:

  • Familiarize himself or herself with the disclosure requirements applicable to the Company as well as the business and financial operations of the Company.
  • Not knowingly misrepresent, or cause others to misrepresent, facts about the Company to others, whether within or outside the Company, including to the Company’s independent auditors, governmental regulators and self-regulatory organizations.
  • Properly review and critically analyze proposed disclosure for accuracy and completeness (or, where appropriate, delegate this task to others).

Article 4 (Confidentiality)

4.1 All directors, officers and employees shall maintain the confidentiality of undisclosed material information concerning to any Trend Micro Group Company, affiliated companies, customers, joint venture partners and other such parties that, if disclosed, would harm such Trend Micro Group Company or such other entities.

Article 5 (Dealing with Kickbacks)

5.1 The Company tracks or documents any demands or offers by or associations with individuals or groups who engage in illegal, criminal or unethical conduct or activities. The Company also prohibits the offer of any moneys or gifts to induce or seek favors from others and works closely or cooperates with criminal law enforcement personnel, agencies or organizations to prosecute individuals or groups engaged in activities against the law. Furthermore, under no circumstances will the Company condone or engage in the offer or acceptance of kickbacks or backroom deals with any individual or group for any reason and will take all necessary legal measures to stop or deter such activities.

5.2 All directors, officers and employees of the Trend Micro Group Companies should:

  • avoid associating with organizations, groups or individuals that promote or engage in activities that are illegal or could harm or pose risks, threaten or injure the public order and/or safety of individuals or the community,
  • avoid contact or initiate relationships with such individuals and organizations,
  • always decline any demands or offers of kickbacks, and
  • immediately report to human resources management if you experience or are exposed to such activities.

Article 6 (Prohibition of Unfair Transactions)

6.1 Trend Micro Group Companies do not seek competitive advantage through unlawful or unethical business practices.

6.2 All directors, officers and employees of Trend Micro Group Companies shall endeavor to deal fairly with customers, competitors and other parties with whom they deal during the course of business, and shall refrain from engaging in unfair transactions or acts, such as price or market manipulation, improperly concealing facts, taking improper advantage of information that they become aware of based on their position, miscommunication of material information and other similar such acts.

Article 7 (Protection and Proper Use of Trend Micro Group Company Assets)

7.1 All directors, officers and employees should protect the assets of Trend Micro Group Companies and ensure their efficient use. All such assets should be used only for legitimate business purposes and shall not be used in violation of any applicable laws or regulations.

Article 8 (Compliance with Laws)

8.1 All directors, officers and employees must observe laws and regulations applicable to the Company’s business, including the United States and Japanese securities laws.

8.2 All directors, officers and employees must exercise sufficient care with respect to investments in securities so that they do not violate insider-trading laws and so that they comply with applicable securities laws and regulations and the Company’s rules.

8.3 Global HR and/or Legal department have the responsibility for updating this Code of Conduct to maintain compliance with applicable laws and rules.

Article 9 (Responsibility to Report Noncompliance)

9.1 All directors, officers and employees accept personal responsibility for obeying this Code of Conduct, and any director, officer or employee with information, knowledge or suspicion of any actual or contemplated transaction which is or appears to be in violation of the Code of Conduct should promptly report such actual or contemplated transaction either to his or her direct supervisor or other appropriate manager or directly to the Regional HR and/or Legal department.

9.2 In case of need, the Regional HR and/or Legal department would pass the report to Global HR and/or Legal department and/or Corporate Auditor and/or Manager of Internal Audit Department. In such a case, the applicable function would have the responsibility for conducting a complete and thorough investigation of reported violations of this Code of Conduct.

9.3 Directors, officers and employees who violate this Code of Conduct are subject to disciplinary action, up to and including dismissal or, in the event of criminal or other serious violation of law, notification to appropriate law enforcement authorities. The Board of Directors shall take steps to remedy the violation and prevent future occurrences of similar violations.

9.4 The Company and any directors, officers or employees of any Trend Micro Group Company who is the subject of any report under Article 9.1 are prohibited from taking any retaliatory action against the person or persons who submitted a report or who participated in the investigation of a report, for making such report or participating in the investigation.

Article 10 (Amendments and Waivers of this Code of Conduct)

10.1 This Code of Conduct may be amended, and a waiver releasing a director, officer or employee from the obligation to comply with this Code of Conduct in any material respect (a “Waiver”) may be granted, however, only by a resolution of the Board of Directors of the Company in case of a director or executive officer of the Company.

Article 11 (Contractors and Agents)

11.1 Any and all third parties, consultants, agents and independent contractors representing the Company shall be provided the Code of Conduct and shall comply with any applicable terms when performing work on behalf of the Company.


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