Compliance and Conduct Guidelines

1. Purpose

These guidelines were established for the purpose of ensuring that the company and each individual actively fulfill the social roles demanded and expected of them through compliance with laws and ordinances, corporate ethics and internal regulations, based on the principles of the management philosophy of the OGI Group companies (hereinafter "the Company"), while serving as the fundamental basis for the proper conduct of each individual based on an adequate and uniform awareness of these guidelines.

2. Basic Stance

The fundamental principles of compliance are as follows:

  • Ensure compliance with applicable laws and ordinances worldwide, and internal regulations.
  • Ensure sensible and responsible conduct based on respect for social norms and an adequate awareness of corporate ethics.
  • Make these guidelines the fundamental basis of conduct at all times based on a in-depth understanding of their content.
  • Never attempt to legitimize any actions opposed to these guidelines.

3. Guidelines

3-1. Provision of Services(Including Products)

Guidelines for providing the Company's services are established as follows:

  • Provide useful, safe and high-quality services to customers.
  • Provide proper and easy-to-understand presentations and explanations in regard to services so as to prevent accident and problems in advance.
  • Timely and proper measures shall be taken in the event of the occurrence of an accident or problem regarding services.
  • In the event of concerns about accidents or problems that may affect customer safety, the related facts shall be announced promptly, and timely and proper measures shall be taken so as to prevent the occurrence or spread of accidents or problems.

3-2. Fair Trading

The Company's guidelines for fair trading are established as follows:

  • Conduct fair, transparent and open trading between companies in compliance with the Antimonopoly Act.
  • Provide accurate and proper presentations in regard to services.
  • Restrain oneself from any conduct that may exceed the limits of social norms and internationally accepted ideas when dealing with business partners.
  • Do not demand business entertainment or receive excessive business entertainment from the standpoint of commonly accepted social norms.
  • Avoid complicity with any improper or unlawful actions, even when requested by business partners.
  • Restrain oneself from making personal investments in or extending personal loans to business partners. However, the foregoing shall not apply to purchases of publicly listed shares.
  • Do not engage in any conduct that could be perceived as excessive interdependence or collusion. Highly transparent, sound and normal relations shall be maintained.
  • Do not provide any bribes, unlawful political contributions or provision of benefits overseas countries as well as in Japan.
  • Operate fair and transparent general meetings of shareholders, while maintaining proper relations with shareholders.
  • In the event that one obtains inside information constituting material facts, one shall not trade in the company's marketable securities, such as its shares, that are subject to insider trading rules, unless the information has already been publicly disclosed.

3-3. Import and Export Procedures and Regulations

Guidelines for import and export procedures are established as follows:

  • Conduct export and provision of freight and technology in compliance with laws and ordinances and internal regulations concerning security trade control.
  • Conduct proper customs procedures for exports and imports pursuant to relevant laws and ordinances when undertaking export and import operations.
  • Articles and other goods that are prohibited for import shall not be brought into the relevant country.

3-4. Protection of Confidential Information and Intellectual Property

Guidelines for the protection of confidential information and intellectual property are established as follows:

  • Endeavor to protect not only the Company's confidential information but also the confidential information of third parties, based on a strong awareness of the importance of such information, in strict compliance with rules established internally within the Company.
  • Endeavor to protect the personal information of customers by taking adequate caution when handling such information.
  • Do not unlawfully obtain or provide the confidential information of third parties.
  • Endeavor to acquire and protect the Company's intellectual property rights, including patents, trademarks, brands, software and knowhow.
  • Endeavor to prevent the infringement of the intellectual property of third parties while respecting such intellectual property.

3-5. Information Disclosure and Communication

Guidelines for information disclosure and communication are established as follows:

  • Properly and accurately disclose information for which disclosure is demanded by laws and ordinances, etc.
  • Do not make false reports internally or to outside the Company, or conceal facts about improprieties.
  • Engage in communication with regional society.

3-6. Contributing to Society

Guidelines for contributing to society are established as follows:

  • Strive to promote co-existence with society by harmonizing the interests of the Company and society, both in Japan and overseas.
  • Ensure compliance with local laws and ordinances overseas. Contribute to the development of overseas regions while respecting and developing a strong understanding of local culture, history and customs.

3-7. Eradication of Anti-Social Forces

Guidelines for eradication of anti-social forces are established as follows:

  • Do not have any relations with anti-social forces. Deal resolutely with any unlawful demands from anti-social forces and do not attempt to resolve the situation by providing money, etc.
  • Do not use anti-social forces to obtain profit for the Company or oneself.

3-8. Respect for Employees' Human Rights

Guidelines for respect for employees' human rights are established as follows:

  • Take action in consideration of the happiness of employees.
  • Endeavor to develop safe and healthy worksites in compliance with laws and ordinances, and internal regulations regarding occupational health and safety.
  • Cooperate to establish productive working relationships by eliminating discrimination on the grounds of race, nationality, gender, religion, creed, and physical disability, etc., while respecting the individuality, human rights and privacy of employees.
  • Do not act or speak in a manner that could constitute sexual harassment, based on an understanding of gender equality.
  • Do not engage in power harassment by abusing one's job position and ignoring employees' rights as human beings.

3-9. Compliance with Internal Regulations

Guidelines for compliance with internal regulations are established as follows:

  • Ensure compliance with rules, regulations and manuals established internally within the Company.
  • Conduct decision-making based on internal regulations in the course of business.
  • Strictly refrain from any actions or speech that could disrupt worksite order and discipline.
  • Conduct proper accounting procedures. Do not obtain illegitimate profit by manipulating accounting and finance.
  • Draw a clear distinction between work and private life. Do not reflect personal interests in company operations.
  • Do not conduct unauthorized lectures, broadcasts, and Internet postings, etc., regarding information related to company business obtained on the job.
  • Take adequate caution to ensure that no troubles, such as leaks of confidential or personal information, etc., are caused internally or outside the Company when using IT, by ensuring compliance with established rules.

4. Establishment of Helpline

Employees shall report immediately to their supervisors in the event that they obtain knowledge of any breaches of these guidelines by other employees. When special circumstances prevent employees from doing so, or when reporting the matter did not have any effect or cannot be anticipated to have any effect, employees shall contact and consult with the internal reporting desk.

5. Others

  • 5-1. These guidelines shall apply to all officers and employees working at the Company.
  • 5-2. Persons who breach or neglect a breach of these guidelines shall be subject to disciplinary action based on the rules of employment and other internal regulations, depending on the nature of the breach and the circumstances.
  • 5-3. These guidelines present conduct that every person working at the Company should observe. The guidelines merely provide a list of examples, and not all such conduct is shown herein.

Supplementary Provisions
These guidelines were established and enforced on April 1, 2012.

Please contact the following regarding any questions or requests about Compliance and Conduct Guidelines.
OGI Group
Compliance Office
TEL: +81-3-6703-0100
(9 a.m. - 5 p.m. Monday through Friday, except for National Holidays and Company Holidays)

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