Corporate Governance
Introduction This Code of Business Conduct and Ethics (the "Code") is promulgated by the Board of Directors and applies to all employees, officers and directors of Asia Pacific Wire & Cable Corporation Limited and its subsidiaries (collectively, "APWC" or the "Company"). It does not cover every issue that may arise, but it sets out basic principles to guide all employees of the Company. All of our employees must conduct themselves accordingly and seek to avoid even the appearance of improper behavior. The Code should also be provided to and followed by the Company's agents and representatives, including consultants.
If any U.S., Taiwanese or other applicable law conflicts with a policy in this Code, you must comply with such law; however, if a local custom or policy that is not a law conflicts with this Code, you must comply with the Code. If you have any questions about these conflicts, you should ask your supervisor, management, or the Company's Compliance Officer how to handle the situation.

1.0  Compliance with Laws. It is APWC's policy to comply with all applicable laws and government rules and regulations of every nation, state or municipality in which Company conducts business. Where individual employees have been involved in wrongdoing, prompt and appropriate disciplinary action will be taken.
2.0 Conflicts of Interest and Employment. A conflict of interest may exist whenever the private interests of an employee, officer or director conflict (or even appear to conflict) in any way with the interests of the Company. A conflict situation can arise when an employee, officer or director takes actions or has interests that may make it difficult to perform his or her work objectively. To avoid conflict situations, it is the policy of the Company to employ only employees who do not engage in outside jobs or other business activities involving a firm which is competing with, selling to, or buying from the Company. APWC's policy is to pay fair and competitive compensation for full time work. In no event may employees have outside business interests that are in any way detrimental to the best interests of the Company. Conflicts of interest may not always be clear-cut, so if you have a question, you should consult with a member of management or the Compliance Officer. Any employee, officer or director who becomes aware of a conflict or potential conflict should bring it to the attention of a supervisor, management or the Compliance Officer.
3.0 Affiliation with Vendor and Customer Company. The Company buys many goods and services from others. In doing this, it is the policy of the Company to award business on the basis of merit, without favoritism, and wherever practicable on a competitive basis. This Code requires that an employee have no relationships or engage in any activities that might impair the employee's independence of judgment. An interest is substantial if it represents a substantial proportion of such business enterprise. An employee must not have any material interest in any business in competition with the Company, or which deprives the Company of any business opportunities. This Code shall not be construed to apply to ownership of securities of any corporation whose securities are regularly traded on a recognized stock exchange, even though the corporation may, in some way, be competitive with the Company, unless such investments are of such size as to have influence on the employee's judgment on Company matters, represent two percent (2%) or more of the outstanding voting securities of that corporation or otherwise amount to management participation in, or grant substantial control over, the corporation.
4.0 Company Assets and Opportunities. Company assets must be used for legitimate business purposes. Except as may be approved by the Board of Directors, employees, officers and directors are prohibited from (a) taking for themselves personally opportunities that belong to the Company or are discovered through the use of corporate property, information or position; (b) using corporate property, information or position for personal gain; and (c) competing with the Company.
5.0 Gifts, Favors, Entertainment and Payments Received by Employees. Purchases of supplies, materials and services must be accomplished in a manner that preserves the integrity of a procurement process based on quality, performance and cost. No employee, officer, or director of the Company, or member of his or her family, shall accept any loans, gifts of more than token value, unusual hospitality, lavish entertainment or other favors from third persons, which go beyond common courtesies usually associated with accepted business practice and thereby create a possible conflict of interest by placing him or her under an express or implied obligation to a vendor, supplier, banker or other person soliciting or doing business with the Company.
6.0 Gifts, Favors, Entertainment and Payments by the Company. Sales of APWC's products and services must be free from any inference or perception that favorable treatment was sought, received or given due to the furnishing of gifts, favors, entertainment or other gratuities.

Gifts, favors and entertainment may be given to others at Company expense only if they meet all of the following criteria:

6.1 they are consistent with accepted business practice;
6.2 they are of sufficiently limited value, and in a form that will not be construed as a bribe or pay-off;
6.3 they are not in contravention of applicable law and generally accepted ethical standards; and
6.4 public disclosure of the facts, including the identity of the recipient, will not reflect negatively on the Company.
7.0 Insider Trading and Confidential Information. All employees, officers and directors must maintain the confidentiality of confidential information entrusted to them by the Company. Confidential information about the Company and its operations is the property of APWC and may be used or disclosed only when authorized by the Company. It is the responsibility of each supervisor to control the disclosure and use of confidential information by employees under his or her direction. Employees whose responsibilities require ongoing access to confidential information shall execute a secrecy agreement. Employees shall not, without proper authority, give or release to anyone not employed by the Company, or to another employee who has no need for the information, data or information of a confidential nature concerning the Company, its financial condition or its operations.

Employees, officers and directors shall not make use of material, non-public information regarding APWC for their personal benefit through buying or selling APWC stock or the stock of any other company of which he or she possesses material, non-public information, unless authorized to make such transactions, nor shall they disclose any material, non-public information to any other person who could use such information for his or her personal benefit or when buying or selling APWC stock or the stock of any other company. Material information includes important confidential information about a company with which APWC does business. As needed, advice on such matters should be sought from the Company's General Counsel or Compliance Officer.

The Company communicates with the press and with the financial community through official channels only. The Company always seeks to provide accurate and timely information about its business to investors, the media and the general public. All inquiries received from financial analysts or the media concerning the Company should be directed to the Investor Relations Department. All legal inquiries concerning the Company should be referred to the Compliance Officer. All inquiries regarding current or former employees of the Company should be referred to the Human Resources Department.

Confidential personal information received from employees, customers, suppliers or other third parties, including but not limited to names, addresses, background information, credit card of bank information, telephone or facsimile numbers, e-mail address and health information is also protected by the Company. Additionally, such confidential personal information may be subject to protection under the laws of various countries. No personal information may be transmitted to third parties without prior management approval. No confidential personal information may be disposed of except pursuant to the Company's approved methods of disposal.
8.0 Payments to Government Personnel. The U.S. Foreign Corrupt Practices Act (and similar laws in other countries) prohibits giving anything of value, directly or indirectly, to officials of non-U.S. governments or political candidates in order to obtain or retain business. It is strictly prohibited to bribe or to make illegal payments to government officials of any country.

In addition, the U.S. government has a number of laws and regulations regarding business gratuities which may be accepted by U.S. government personnel. The promise, offer or delivery to an official or employee of the U.S. government of a gift, favor or other gratuity in violation of these rules would not only violate Company policy but could also be a criminal offense. The governments of many other countries may have similar rules. The Company's Compliance Officer can provide guidance to you in this area.
9.0 Political Contributions and Donations. U.S. federal and state laws limit the use of the Company's resources for contributions to political campaigns, candidates or office holders. A contribution is any direct or indirect payment, distribution, loan, advance, deposit or gift of money, services or anything of value in connection with an election or to an organization or group formed to support or defend a candidate or policy issue. Any activity in violation of such laws is strictly prohibited. Any involvement in political activities undertaken by the Company's employees, officers and directors involving the Company's assets shall be reviewed by, and require the approval of, the Compliance Officer. Nothing in this Code is intended to discourage you from making contributions of your own time or funds to political parties or issues of your choice. However, you will not be compensated or reimbursed by the Company for any personal contributions. Any employee, officer or director who wishes to receive guidance on issues arising from his or her personal involvement in political activities or the Company's involvement in lawful political activities may consult with the Compliance Officer.

Employees, officers and directors must obtain approval to hire outside counsel or a public relations firm to contact government officials regarding legislation, regulatory policy or rule making. This includes lobbying of any sort.
10.0 Protection and Proper Use of Company Assets. All employees, officers and directors should protect the Company's assets and ensure their efficient use. Theft, carelessness, and waste have a direct impact on the Company's profitability. All Company assets should be used for legitimate business purposes.
11.0 Money Laundering Transactions. Money is "laundered" when it is taken from an illegal activity and run through a legal activity to conceal criminal activity associated with it, including the crimes that generate it, such as terrorism, drug trafficking or illegal tax evasion. The Company is committed to complying fully with all applicable anti-money laundering laws of the United States and throughout the world and will not tolerate any money laundering activities by its employees or agents.
12.0 Environmental Responsibility. The Company is committed to conducting its business in an environmentally responsible manner. Accordingly, all employees of the Company are required to comply with all applicable environmental laws and regulations and to conduct business in a manner that protects the environment, conserves resources and ensures sustainable development.
13.0 Antitrust/Competition Laws. APWC's policy is to compete vigorously, fairly and in compliance with laws that prohibit unreasonable restraints of trade or monopolies (these are known as "antitrust" laws). When in doubt as to whether an action would violate an antitrust law, an employee should consult with the Company's Compliance Officer.

To reduce the risk of violating antitrust laws dealing with agreements between competitors, employees should not talk to competitors about APWC's business or the competitor's business with respect to:

13.1 past, present, or future prices;
13.2 pricing policies or strategies;
13.3 requests for quotations or bids;
13.4 market share in any industry or geographic sector;
13.5 acting in concert with regard to customer allocation;
13.6 discounts and promotions; and
13.7 whether or how to deal with a customer, or a group of customers.
14.0 Respecting the Intellectual Property Rights of Others. APWC's policy is to respect the patents, copyrights, licenses and trade secrets of others, including competitors and suppliers. Employees should not make unauthorized copies of copyrighted materials. Special care should be taken in acquiring software from others. As intellectual property, software is protected by copyright, and may also be protected by patent, trade secret or as confidential information. Before installing any software on or copying any software from the Company's computer systems, you should check with the person at your APWC location who oversees information technology.
15.0 Discrimination and Harassment. The diversity of the Company's employees is a tremendous asset. The Company is firmly committed to providing equal opportunity in all aspects of employment and will not tolerate any illegal discrimination. The Company will not tolerate any type of harassment of any employee by a manager, officer, director or fellow employee in the Company's offices or while engaged in Company activities outside of the office. Examples include abusive or derogatory comments based on racial, ethnic or religious characteristics and sexual advances, comments or jokes. In addition, the Company strives to provide each employee with a safe and healthy work environment. Each employee has responsibility for maintaining a safe and healthy workplace for all employees by following health and safety rules and practices and reporting accidents, injuries and unsafe equipment, practices or conditions.
16.0 Alcohol and Illegal Drugs. Alcohol and illegal drugs have no place in the workplace and are inconsistent with a safe and productive work environment. With the exception of moderate and prudent alcohol consumption during legitimate business entertainment, APWC employees are prohibited from consuming alcohol or using, possessing or distributing illegal drugs while working, operating APWC property (including company vehicles) or engaging in APWC business.
17.0 Record-Keeping. The Company requires honest and accurate recording and reporting
of information in order to make responsible business decisions.

All of the Company's books, records, accounts and financial statements must be maintained in reasonable detail, must appropriately reflect the Company's transactions and must conform both to applicable legal requirements and to the Company's system of internal controls. Unrecorded or "off the books" funds or assets should not be maintained unless permitted by applicable law or regulation.

Business records and communications often become public, and we should avoid exaggeration, derogatory remarks, guesswork or inappropriate characterizations of people and companies that can be misunderstood. This applies equally to e-mail, internal memos and formal reports. You must not create false or misleading documents or accounting, financial or electronic records for any purpose relating to the Company, and no one may direct an employee to do so. No undisclosed or unrecorded account or fund may be established for any purpose. No disbursement of corporate funds or other corporate property may be made without adequate supporting documentation.

Destruction of any records, books of account or other documents except in accordance with the Company's document retention policy is strictly prohibited. In accordance with those policies, in the event of litigation or governmental investigation please consult the Company's Compliance Officer.
18.0 Effect of Directorships on Transactions. The directors of APWC are persons of diversified business interests, and are connected with other corporations and firms with which, from time to time, the Company has business dealings. No contract or other transaction between APWC and any other corporation or firm shall be affected by the fact that any director of the Company is interested in, or is a director or officer of such other corporation or firm. No director of APWC shall vote on any transaction in which he, or a company, firm or family member with which he has a connection, has any interest, unless that interest has been fully disclosed to the Board of Directors.

No employee of APWC shall serve as the director of any other firm which is organized for profit without the written approval of APWC's Chief Executive Officer.
19.0 Disclosures. It is the responsibility of the concerned director, officer employee to report, without undue delay, to the Compliance Officer, all participation in any outside business relationship or other activity which might involve an actual, potential or perceived conflict of interest, and all professional or consultant ventures for compensation, including directorships, so that action may be taken to determine whether a problem exists and, if so, to eliminate it. Any division general manager shall confer with the Compliance Officer, as necessary, concerning interpretation and application of this Code to particular situations. This requirement in no way limits or restricts the prerogative of the CEO of APWC to request any employee to submit a statement of disclosure at any time or as frequently as the CEO may deem necessary. In the event that changing circumstances alter the statements or representations made in the original statement of disclosure, it is the responsibility of the employee to submit such additional statements as will keep and maintain all information current.

Questions regarding the policies in this Code may be directed to the Compliance Officer. Managers and supervisors are also resources who can provide timely advice and guidance to employees on ethics and compliance concerns. Any employee having knowledge of, or questions or concerns about, an actual or possible violation of the provisions of this Code is encouraged to promptly report the matter to his or her supervisor or to the Compliance Officer. In addition, employees may report violations confidentially or anonymously by following the procedures outlined in the Company's Complaint and Employee Protection Policy.
20.0 Compliance and Discipline. Violations of this Code will result in disciplinary action that may include termination, referral for criminal prosecution, and payment to APWC for any losses or damages resulting from the violation. As with all matters involving investigations of violations and discipline, principles of fairness and dignity will be applied. Any employee charged with a violation of this Code will be afforded an opportunity to explain his or her actions before disciplinary action is taken.

Disciplinary action will be taken:
20.1 against employees who authorize or participate directly in actions which are a violation of this Code;
20.2 against any employee who may have deliberately failed to report a violation or deliberately withheld relevant and material information concerning a violation of this Code;
20.3 against the violator's managerial superiors, to the extent that the circumstances of the violation reflect negligent supervision or a lack of diligence; or
20.4 against any supervisor who retaliates, directly or indirectly, or encourages others to do so, against an employee who reports a suspected violation of this Code.

Only the Board of Directors of APWC may make any waiver of this Code for APWC's executive officers or directors.