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Exhibit 11.1 CANON GROUP CODE OF CONDUCT (CANON LOGO)




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Introduction  Canon Group Code of Conduct
 Canon has adopted as its corporate philosophy the concept of kyosei,which
can be translated as living and working together for the common good, and
its basic management policy is to contribute to the prosperity and well being
of the world while endeavoring to become a truly global company group that
thrives on excellence and posts a record of continued corporate growth and
development.[1] In 2001the first year of the 21st centuryCanon launched the Phase II of its
Excellent Global Corporation Plan, with the goal of becoming a truly
excellent global company. The Canon Group Code of Conduct defines the management stance of the Canon
Group and establishes specific standards of conduct that all executives and
employees of the Group must comply with in the performance of their duties. It should be noted that Canon subscribes to certain universal rules of conduct
that enable us to move forward in the spirit of The Three Selves-
self-motivation, self-management, and self-awareness. We have long believed in and practiced the important principle that one should
always maintain a positive attitude towards ones work by (i) understanding
the position, role, and status in which one has been placed (self-awareness);
(ii) taking the initiative to become actively engaged in the tasks that one
faces (self-motivation); and (iii) properly managing oneself
(self-management). The various provisions of the Canon Group Code of Conduct find their
inspiration in The Three Selves. I eagerly call upon each and every member of the Canon Group to study the
Canon Group Code of Conduct and strive to understand its contents. I hope
that the conduct of each of us will help contribute to the realization of a
truly excellent global company. August 10, 2001 Fujio Mitarai
President & CEO
Canon Inc. 2




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Note: [1]
    
    Having marked its 50th anniversary in August 1987, Canon first presented
its philosophy of kyoseiin its Vision for a Second Beginning, which
was announced at the start of 1988. That document broadly outlines the
course of the company over the coming half century.
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TABLE OF CONTENTS Introduction
    
    
    2I. General Provisions
    
    
    61. Scope of Application2. Disciplinary Actions3. Administrating and Managing Department4. Consultation5. Establishment of Monitoring Sections6. Establishment of Subordinate StandardsII. Management Stance
    
    
    91. Contribution to Society(1) Provision of Excellent Products(2) Protection of Consumers(3) Preservation of the Global Environment(4) Social and Cultural Contributions(5) Communication2. Fair Business Activities(1) Practice of Fair Competition(2) Observance of Corporate Ethics(3) Appropriate Disclosure of InformationIII. Code of Conduct for the Executives and Employees
    
    
    121. Compliance with Corporate Ethics and Laws(1) Fairness and Sincerity(2) Legal Compliance in Performance of Duties(3) Appropriate Interpretation of Applicable Laws, Regulations and
Company Rules
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2. Management of Corporate Assets and Property(1) Strict Management of Assets and Property(2) Prohibition Against Improper Use of Company Assets and Property(3) Protection of the Companys Intellectual Property Rights3. Management of Information(1) Management in Compliance with Rules(2) Prohibition Against Personal Use of Confidential and Proprietary
Information(3) Prohibition Against Insider Trading(4) Prohibition Against the Unlawful Acquisition of Confidential or
Proprietary Information Pertaining to Other Companies(5) Appropriate Use of Confidential and Proprietary Information
Pertaining to Other Companies4. Conflicts of Interests/Separation of Personal and Company Matters(1) Avoidance of Conflicts of Interests(2) Prohibition Against Seeking, Accepting or Offering Improper
Gifts, Entertainment, or Other Benefits(3) Prohibition Against Acquisition of Pre-IPO Shares5. Maintenance and Improvement of Working Environment(1) Respect for the Individual and Prohibition Against
Discrimination(2) Prohibition Against Sexual Harassment(3) Prohibition Against Bringing Weapons or Drugs to the Company
WorkplaceSupplementary Provisions
    
    
    19
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I. General Provisions 6




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I. General Provisions  1.
    
    Scope of Application
 This Canon Group Code of Conduct shall apply to all executives and employees
of Canon Inc. and its subsidiaries [2] (hereinafter referred to as the
executives and employees of the Canon Group or the executive and
employees). The boards of directors of the individual member companies of
the Canon Group shall adopt the Canon Group Code of Conduct before its
application. Note: [2]
    
    Subsidiaries are those companies in which Canon Inc. holds a majority
equity position either directly or indirectly.
  2.
    
    Disciplinary Actions
 The executives and employees of the Canon Group who act in clear violation of
the provisions of the Code of Conduct shall be subject to disciplinary actions
in accordance with the provisions of the Rules of Employment of the Canon
Group company to which they belong.  3.
    
    Administrating and Managing Department
 Interpretation and application of the Canon Group Code of Conduct shall fall
under the administration and management of the General Affairs Headquarters of
Canon Inc. Each member company of the Canon Group shall designate a specific department
to administer and manage the Code of Conduct within that company, and shall
ensure that the companys executives and employees are fully aware of the
contents of the Code of Conduct. 7




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4.
    
    Consultation
 The executives and employees of the Canon Group are obligated to consult with
their companys designated department regarding any questions or concerns that
they may have pertaining to compliance with the provisions of the Code of
Conduct.  5.
    
    Establishment of Monitoring Sections
 Each member company of the Canon Group shall establish and maintain an
internal organization for monitoring the companys compliance with the Code of
Conduct.  6.
    
    Establishment of Subordinate Standards
 Each member company of the Canon Group may establish subordinate standards or
regulations that further define the Code of Conduct and standards concerning
specific areas (e.g., information security). 8




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II. Management Stance 9




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II. Management Stance The Canon Group shall conduct itself in accordance with the following
management stance with regard to its relations with society. The executives
and employees of the Canon Group shall perform their duties in accordance with
this management stance.  1.
    
    Contribution to Society
 The Canon Group shall endeavor to make a positive contribution to people,
communities, and societies throughout the world, by creating superior new
technologies and product genres, and by incorporating these in the development
of new business at appropriate locations around the globe.  (1)
    
    Provision of Excellent Products The Canon Group shall strive to offer high-quality excellent products and
prompt services that utilize the latest technologies and are designed to meet
the needs and desires of its customers.  (2)
    
    Protection of Consumers The Canon Group shall take every precaution to ensure that consumers incur
neither bodily injury nor property damage as a result of defects or failures
in its products and/or services.  (3)
    
    Preservation of the Global Environment The Canon Group is keenly aware of the importance of preserving the global
environment. The Canon Group shall therefore harness its creativity and
activities to engage in positive measures for the preservation of the
environment. It shall also work to prevent environmental deterioration and
destruction through steps designed to conserve resources and energy, recycle
products, and reduce waste. 10




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(4)
    
    Social and Cultural Contributions In keeping with its aspiration of continuing to be regarded as a respected
corporate citizen throughout the areas in which it serves, the Canon Group
shall contribute extensively to social and cultural endeavors through programs
developed with a full awareness of the companys role in the community.  (5)
    
    Communication The Canon Group values good communication with society at large and shall work
diligently to enhance public understanding of, and support for, the Canon
Groups management stance.  2.
    
    Fair Business Activities
 The Canon Group shall continue its commitment to full compliance with all laws
and regulations applicable to its activities, and shall engage in its business
with fairness and sincerity.  (1)
    
    Practice of Fair Competition The Canon Group shall at all times avoid any business practice that undermines
market competition, shall eschew the pursuit of profit through unlawful means,
and shall refuse to participate in any practice that might raise suspicion in
the eyes of the public.  (2)
    
    Observance of Corporate Ethics In all its business activities, the Canon Group shall avoid any conduct that
violates the principles of corporate ethics.  (3)
    
    Appropriate Disclosure of Information The Canon Group shall, in its business activities, provide information
accurately and truthfully in order to avoid any misunderstandings with
customers. Similarly, the Canon Group shall not engage in improper
advertising such as extravagant advertisement and misrepresentation that may
mislead consumers. 11




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III. Code of Conduct
for
the Executives and Employees 12




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III. Code of Conduct for the Executives and Employees In order that the management stance of the Canon Group as outlined in the
preceding section not be undermined, the executives and employees of the Canon
Group shall observe the following provisions of this Code of Conduct.  1.
    
    Compliance with Corporate Ethics and Laws
  (1)
    
    Fairness and Sincerity The executives and employees of the Canon Group shall at all times refrain
from any unfair behavior or practices, from any conduct that violates the
principles of corporate ethics and social conventions, and from any conduct
that might deteriorate societys trust of the Canon Group. The executives and
employees must perform their duties in the spirit of fairness and sincerity.  (2)
    
    Legal Compliance in Performance of Duties The executives and employees of the Canon Group shall endeavor to fully
understand the laws applicable to their business activities and the relevant
rules of conduct of the company to which they belong, and they shall fully
comply with these laws and rules in the performance of their duties.  (3)
    
    Appropriate Interpretation of Applicable Laws, Regulations and Company
Rules In case of any concerns or questions relating to the interpretation of or
compliance with any laws, regulations or rules, the executives and employees
of the Canon Group must seek the advice of the departments that have specialty
of such issues or the Legal Division. 13




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2.
    
    Management of Corporate Assets and Property
  (1)
    
    Strict Management of Assets and Property The executives and employees of the Canon Group shall endeavor to protect and
preserve the various assets and property of the company (products, goods,
supplies, facilities and equipment, information and communication
infrastructure, information, brands, trust, etc.) and must strictly manage
these assets and property in accordance with the rules of their company.  (2)
    
    Prohibition Against Improper Use of Company Assets and Property The executives and employees of the Canon Group are prohibited from using the
assets and property of the company for their personal purposes, or removing
assets and property from the premises of the company, unless otherwise
provided in the rules of the company. Upon retirement, resignation or
termination of employment, the executives and employees must return all
company assets and property in their possession or control.  (3)
    
    Protection of the Companys Intellectual Property Rights The executives and employees of the Canon Group shall strictly manage all of
the companys intellectual property rights that have been granted or have
accrued to the company under the provisions of the law and the company rules
or through any other means. In order to avoid infringing on the rights of
third parties, due diligence must be exercised with respect to inventions,
utility models, and copyright materials. 14




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3.
    
    Management of Information
  (1)
    
    Management in Compliance with Rules The executives and employees of the Canon Group shall strictly manage the
Canon Groups confidential and proprietary information, undisclosed
information, and all forms of personal information. When disclosing such
information, the executives and employees shall comply with all applicable
laws and regulations and prescribed company procedures.  (2)
    
    Prohibition Against Personal Use of Confidential and Proprietary
Information The executives and employees of the Canon Group are prohibited from revealing
or using the Canon Groups confidential, proprietary or undisclosed
information for personal convenience, personal gain, or other personal
purposes. The executives and employees are forbidden to reveal or use any
information that they have acquired during their work for the company, even
after they leave the company.  (3)
    
    Prohibition Against Insider Trading The executives and employees of the Canon Group are prohibited from buying or
selling the publicly traded shares of their own company, affiliated companies,
or other companies doing business with the company, on the basis of non-public
information they have acquired during their work. 15




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(4)
    
    Prohibition Against the Unlawful Acquisition of Confidential or
Proprietary Information Pertaining to Other Companies The executives and employees of the Canon Group are prohibited from using
illegal or wrongful means to acquire confidential or proprietary information
pertaining to other companies.  (5)
    
    Appropriate Use of Confidential and Proprietary Information Pertaining
to Other Companies The executives and employees of the Canon Group shall handle any confidential
or proprietary information disclosed by other companies to any member company
of the Canon Group in accordance with the terms of the relevant contracts
between the Canon Group company and those companies, and the internal rules of
the Canon Group company. 16




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4.
    
    Conflicts of Interests/Separation of Personal and Company Matters
  (1)
    
    Avoidance of Conflicts of Interests The executives and employees of the Canon Group must be cognizant of the roles
assigned to them in the performance of their duties and they must work
faithfully in the full discharge of those duties. In order to remain above
suspicion, the executives and employees must not possess a personal interest
in any transaction between their company and a third party, including, those
who are doing business with, taking investment to, or negotiating contracts
with their companies.  (2)
    
    Prohibition Against Seeking, Accepting or Offering Improper Gifts,
Entertainment, or Other Benefits The executives and employees of the Canon Group must neither accept nor seek,
from its customers or parties who are doing business with the company,
improper benefits such as gifts, entertainment, or promises of future
considerations that exceed the normal scope of social conventions. The
executives and employees must not offer such improper benefits to civil
servants, parties who are doing business with the company, or customers of the
company.  (3)
    
    Prohibition Against Acquisition of Pre-IPO Shares The executives and employees of the Canon Group are prohibited from using
their position in the company to personally acquire any pre-IPO shares
(private equity) of another entity doing business, or involved in investment
or contractual transactions, with the company. 17




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5.
    
    Maintenance and Improvement of Working Environment
  (1)
    
    Respect for the Individual and Prohibition Against Discrimination The executives and employees of the Canon Group must respect each other as
individuals and must not discriminate against others for reasons of race,
religion, nationality, gender, age, or any other improper classifications.  (2)
    
    Prohibition Against Sexual Harassment The executives and employees of the Canon Group are prohibited from engaging
in any conduct or activities that undermine the preservation of a safe and
pleasant working environment, including such improper conduct as violent
behavior, threatening or intimidating behavior, sexual harassment, defamation,
or any other type of improper behavior.  (3)
    
    Prohibition Against Bringing Weapons or Drugs to the Company Workplace The executives and employees of the Canon Group are prohibited from bringing
to their workplace dangerous objects such as firearms, knives or other
weapons. The executives and employees are further prohibited from maintaining
illegal narcotics or other illegal controlled substances in the workplace. 18




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Supplementary Provisions
  1.
    
    Date of Enforcement The Canon Group Code of Conduct was enacted by resolution of the Board of
Directors of Canon Inc. on July 31, 2001, and came into force on August 10,
2001, the anniversary of the companys founding.   CANON GROUP CODE OF CONDUCT Date of Issue
    
    October 1, 2001 (Original Japanese Version)June 14, 2002 (English Translation)Publisher:
    
    Canon Inc. General Affairs Headquarters30-2, Shimomaruko 3-Chome, Ohta-ku, Tokyo JAPAN
 © CANON INC., 2001/2002   19




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(CANON LOGO) 20