The Compensation Committee discharges the board’s responsibilities relating to compensation and benefits of the company’s executive officers and directors. In carrying out these responsibilities, the Compensation Committee reviews all components of executive officer and director compensation for consistency with the Compensation Committee’s compensation philosophy as in effect from time to time. For more information, see the Compensation Committee Charter.

The Corporate Governance and Nominating Committee is responsible evaluating and selecting, or recommending to the board, nominees for each election of directors. The Corporate Governance and Nominating Committee is also responsible developing and reviewing corporate governance principles applicable to the company. Additionally, the Corporate Governance and Nominating Committee oversees the evaluation of the performance of the board and each committee of the board. For more information, see the Corporate Governance and Nominating Committee Charter.

We are committed to being a good corporate citizen and it is our policy to conduct our business affairs honestly and in an ethical manner.  That goal cannot be achieved unless each of our officers, directors and employees individually accepts his or her responsibility to promote integrity and ethical conduct in all of his or her activities.  Activities that may call into question DASAN Zhone’s reputation or integrity should be avoided.  The provisions of this Code cannot anticipate every situation that may pose an ethical or moral issue, and DASAN Zhone understands that not every situation is black and white.  The key to compliance with the Code is exercising good judgment.  This means following the spirit of this Code and the law, doing the “right” thing and acting ethically even when the law is not specific.

Managers set an example for other employees and are often responsible for directing the actions of others.  Every manager and supervisor is expected to take necessary actions to ensure compliance with this Code, to provide guidance and assist employees in resolving questions concerning the Code and to permit employees to express any concerns regarding compliance with this Code.  No one has the authority to order another employee to act contrary to this Code.

The Code outlines the broad principles of legal and ethical business conduct under which we do business.  The Code is intended to supplement, but not to replace, our Employee Handbook and any policies that we have established.  Each of our officers, directors and employees is expected to understand and comply with the provisions of this Code.