Gogoro International Trade Compliance Policy
Updated on: October 15, 2021.
Gogoro is committed to conducting its business and all of operations around the globe ethically and in compliance with all applicable laws. Every Gogoro employee must be vigilant in complying with the laws and regulations governing Gogoro’s global import and export activities, which are critical to the Company’s success. The principal regulations governing international trade are the Export Administration Regulations (EAR), U.S. Customs and Border Protection (CBP) regulations, International Traffic in Arms Regulations (ITAR), Anti-boycott regulations, trade and economic sanctions maintained by the Office of Foreign Assets Control (OFAC) embargoes and sanctions, and similar laws around the world. It is the responsibility of the Company and all Gogoro employees who engage in international trade activities to be familiar with and comply with these regulations. Compliance with international trade control laws and regulations is good for business and will not be compromised for commercial gain.
This Policy applies worldwide to Gogoro and all of its subsidiaries, affiliates, partnerships, ventures and other business associations that are effectively controlled by Gogoro, directly or indirectly (collectively, “the Company”) and to all directors, officers and employees, as well as agents, representatives, consultants, advisors, distributors, suppliers, contractors or other third parties acting on behalf of the Company when acting on behalf of the Company (collectively “Company Personnel”).
2. SCOPE OF POLICY
Moving our intellectual property and tangible goods across international borders means paying close attention to our obligation to comply with applicable trade controls including, import, export, and sanctions laws and regulations. This International Trade Compliance Policy and the internal controls herein have been designed to comply with applicable trade control related laws and regulations. Company employees who violate this International Trade Compliance Policy may be subject to disciplinary action, up to and including dismissal from the Company, in accordance with the applicable legal provision. The consequences for violating export and sanctions laws can be severe, including significant fines, imprisonment, and reputational damage.
This Policy describes how the Company and Company Personnel comply with economic sanctions and trade control laws that apply to our business. We are subject to many different economic sanction and trade control laws imposed by nation-states and international institutions in view of international security and foreign policy, which includes but is not limited to:
- Imports. An import is a good brought into one country from another. When importing, all Gogoro Employees must comply with applicable laws and regulations, which address such matters as marking and labeling of goods, valuation of goods, payment of duties, and recordkeeping.
- Exports. Exports include: (a) physically or electronically sending an item or technology across an international boundary or providing a service to a recipient in another country; or (b) disclosure of information to a person of foreign nationality, regardless of his or her location. Additionally, some of these regulations apply to reexports from a third country of items subject to trade controls. Under no circumstances will sales be made contrary to applicable export laws and regulations. The Export Administration Regulations (the EAR) are administered by the U.S. Department of Commerce’s Bureau of Industry and Security (BIS). The EAR restricts the export and reexport of U.S.-origin or controlled hardware, software, and technology, including non-U.S.-origin items when they incorporate a certain level of U.S.-controlled hardware, software, or technology or, in some cases are based on, U.S.-controlled technology. From the perspective of the EAR, any exchange of information – including telephone conversations, technical proposals, email communications, the sharing of computer databases, briefings, training sessions, and question and answer exchanges – can be considered an export of technology. A key feature of the EAR is a list of controlled commodities, technology, and software known as the Commerce Control List (CCL), which lists U.S.-controlled items and technology for foreign policy, nonproliferation, anti-terrorism, encryption, or short supply reasons. The CCL sets out the technical parameters of each controlled item, the reasons for control, the countries to which the export is restricted, and the circumstances under which the item may be exported.
- Boycotts. A boycott is a refusal to engage in business with another party. All Gogoro Employees must comply with U.S. anti-boycott laws, which prohibit U.S. firms from participating in foreign economic boycotts that the U.S. does not sanction, and to report any boycott requests that they receive.
- Sanctions and Embargoes. All Gogoro Employees must comply with applicable laws and regulations regarding economic sanctions which restrict transactions, including along with exports and reexports the receipt of or provision of a service to and financial transactions with embargoed countries and individuals or entities on certain lists of prohibited persons or organizations that could be located in any country. Country-specific sanctions and sanctions against certain individuals/entities are administered by the Office of Foreign Assets Control (OFAC) of the U.S. Department of the Treasury. These rules restrict trade, investment, and financial transactions by U.S. citizens, companies, foreign branches of U.S. companies, and in some instances, U.S.-owned or controlled subsidiaries. Gogoro and its employees are prohibited from doing business with the following destinations currently subject to U.S. embargoes: Cuba, Iran, North Korea, Syria, and Crimea. In addition, U.S. persons are barred from facilitating, approving, or supporting transactions involving an embargoed country.
Establishment of Compliance System
Head of Legal Function as Compliance Manager is responsible for the implementation and establishment of a compliance program including corporate policies and procedures to promote and reinforce a culture of integrity and ethical business principles and practices compliant with international and country specific trade laws and regulations. These internal rules and procedures will include regular email reminders and training sessions.
Goods, software, technology, and, in some cases, services, are assigned specific classifications under export controls laws. Ensuring that items are classified correctly is critical to export control compliance because the restrictions imposed on an item’s export, re-export, or transfer depend on its classification. Sensitive items are assigned classifications that can impose significant restrictions on the item’s export or transfer. In addition, non-sensitive items may be subject to significant restrictions based on the potential end-use or end-user. Ensuring that items are not used for restricted end-uses or exported, re-exported, or transferred to restricted end-users is also critical to export control compliance.
All transactions, including the import and export of goods and services, should be arranged, approved, and executed only if:
- There is an authority under applicable laws and regulations to make the import or export;
- The parties to the import or export transactions are not prohibited;
- The intended recipient and all intermediaries are authorized to receive the item;
- All required information and documentation are complete, accurate, and compliant with all applicable international and local regulations, and
- The Company screens its transactions with third parties to determine if they might involve:
- Any countries, territories, entities, or individuals with which entire or partial transactions are prohibited.
- Designated persons, companies, and vessels referred to as “Restricted Parties” with which some or all transactions are prohibited.
Screening is carried out as early as possible in transactions, and in all cases before there is any exchange of items, services, or funds. Company also screens (and periodically re-screens) its vendors, suppliers, and other business partners to ensure that they are not Restricted Parties, owned or controlled by Restricted Parties, or have ties to sanctioned countries or Restricted Parties that could limit or restrict Company’s business dealings with the business partner. The department dealing any planned import or export transaction must perform the screening by completing below procedures:
- Obtain the third party’s name as well as its common prefixes, secondary names, suffixes;
- Screen its transactions by checking these names against reliable resources, including but limited to the lists in the “Screening List for Prohibited Individuals or Entities“ in the Appendix;
- Determine if the individual or entity is located in an embargoed country or appears on a sanctions or prohibited parties list;
- If there is a hit, the transaction should be suspended and the information should be notified to Compliance Team immediately. Do not proceed with the transaction until receiving approval from Compliance Team or other relevant department as appropriate in accordance with our policies.
Know Your Customer Checks
Before engaging in business with any new customer or new third party (such as an agent, vendor, or supplier), Company performs the above-described screening, as well as additional due diligence (as necessary), regularly with such new customers and parties. The level of due diligence required for a given new party, will vary, depending on the party’s location and type of business.
Red Flags of Diversion Risk
Company screens its trade-related transactions with third parties for “red flags” that indicate a risk that a third party might divert those items to an unlawful destination, end-user, or for an unlawful end use. An example of a red flag is where the shipping route requested by a third party is not customary for the product and its intended destination. Company will not participate in trade-related transactions when there is a material risk of unauthorized diversion.
4. REPORTING POSSIABLE VIOLATIONS
Any questions concerning whether a transaction is appropriate, or a potential violation, or interpretation of this Policy should be brought to the attention of Legal Function, or should be referred to your supervisor, or the Human Resources Department or through Gogoro Whistleblowing Hotline (Link), which is safe, confidential and which protects against retaliation.
If your manager or supervisor is the violator or is complicit with violations of this Policy, then report the violation directly to the Human Resources or Legal department. Violations include not only noncompliance with applicable laws, regulations, and this Policy, but also a failure by responsible management to detect, report and/or correct any offense. All reports will be treated as strictly confidential.
5. PENALTIES FOR VIOLATIONS
In the event of a violation of U.S. export control law, both the Company and the individuals involved in the violation may be liable. The company and the individuals involved may be subject to severe administrative and civil sanctions as well as criminal penalties. Penalties can also include the denial of export privileges, revocation of validated export licenses, exclusion from practice and debarment from contracting with the federal government.
It is the personal responsibility of all Gogoro employees to act in accordance with the legal standards and restrictions relevant to their assigned duties including, as applicable, U.S. trade compliance laws and relevant national laws. A violation of applicable law may subject a Gogoro Employee and/or the Company to civil and criminal penalties. Violations of this Policy may result in disciplinary action, up to and including termination.
APPENDIX - INFORMATIVE REFERENCE
Screening List for Prohibited Individuals or Entities
- Commerce Department’s Denied Persons List (“DPL”), Entity List, and Unverified Parties List;
- Treasury Department’s List of Specially Designated Nationals List (“SDN List”) and Sectoral Sanctions List (“SSI List”); and
- State Department’s List of Parties Debarred Pursuant to the ITAR and List of Statutorily Debarred Parties (“Debarred Parties Lists”)
- Combined lists can be found at https://www.trade.gov/consolidated-screening-list.
Other Applicable Regulations and Sanction Lists
- The Regulations issued by United Nations Security Council
- EU Economic Sanction List
- Taiwan Trade Compliance Regulations:
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