ASPINA Group global policy on anticorruption

The ASPINA Group (“Group”) reaffirms and declares that it will comply with the Unfair Competition Prevention Act of Japan, as well as the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act, the Commercial Bribery Regulations of China, and other anticorruption and anti-bribery laws and regulations, will prohibit the giving and taking of bribes, and will retain accurate records on transactions involving the Group.

Any business partners or customers of the Group will be required to comply with this policy as well to eliminate bribery in businesses involving the Group and to ensure the faithful conduct of business.

1. Purpose of this policy

Intensified crackdowns and severer punishments for corruption are a global trend and each country has strict anticorruption laws and regulations. While violations are crimes, they also significantly erode social trust in violators, whether entities or individuals, and cause considerable financial loss. Giving business partners or customers' advantages or benefits, or the like, or accepting such things against the business ethics or social conventions of the relevant region or country will bring the same result, including losing social trust in the company even if such act is not illegal. Expanding their global presence increases these risks for businesses.

The Group advocates sincerity and fairness through its employee principles and code of conduct and declares that it will not engage in any corrupt practices. Fair business practices are its commitment to society. This policy has been established for and shared by the entire Group to realize these principles. The Group must, as its business policy, strictly adhere to the policy that it will not give or receive any illegal or unjustifiable bribes, advantages, benefits, or the like.

2. Scope of application

This policy applies to Group companies in and outside Japan and their board directors and employees including fixed-term employees, part-timers, short-term part-timers, agency temporary staff, and any other personnel in the chain of command (collectively, "Personnel").

3. Prohibition of illegal bribery

(1) Prohibition of bribes to government officials^*1: Personnel will not directly or indirectly give, offer to give, or promise to give government officials^*2 any money, entertainment, gifts, benefits, or other advantages^*3. If they receive demands or are required to do so, Personnel will firmly refuse.
(2) Prohibition of bribery by agencies: Personnel will not allow any of the agencies, consultants, or others who provide services on behalf of or for the benefit of the Group directly or indirectly to give, offer to give, or promise to give government officials any money, entertainment, gifts, benefits, or other advantages for the purpose of gaining unfair advantages for the services. If such agencies receive demands or are required to do so, Personnel will have them refuse.
(3) Facilitation payments: Government officials may demand or require a small amount of money with no legal grounds to facilitate regular administrative procedures, such as customs clearance and disembarkation procedures. Personnel are prohibited from making such facilitation payments as they are considered to be bribery.

4. Prohibition of the giving or receiving of unfair advantages, benefits, or the like

The Group will not seek or give any advantages that are not available without resorting to bribery or other unfair means. Therefore, Personnel as private individuals are prohibited from giving to or receiving from other private individuals unjustifiable money, entertainment, gifts, benefits, or other advantages that are not illegal but are against social conventions or internal rules. If they receive demands or are required to do so, Personnel will refuse.

5. Records

While engaging in any business related to the Group, Personnel will not perform any off-balance-sheet, fictitious, or other false transactions, or anything that may be misinterpreted as such transactions, and will obtain and keep necessary and reasonable evidence for any transactions, disposal of assets, or the like in accordance with the relevant laws and regulations as well as the internal rules, and will prepare and retain accounting and other records that reflect such transactions in a timely, accurate, and fair manner.

6. Familiarization and thorough implementation of anticorruption

The Group will familiarize Personnel with anticorruption policies through internal memoranda, training, workshops, and other education programs for thorough implementation.

7. Efforts in individual group companies

Each Group company will proactively provide its Personnel with training on anticorruption policies, recognize the anticorruption laws and regulations of the country, region, and society where the company is located; establish specific standards and appropriate procedures; and familiarize its Personnel with the same for thorough implementation. The Personnel of the Group will promptly report to or consult with the compliance department in terms of anticorruption if: (ⅰ) they have any questions or points that are unclear; (ⅱ) they are concerned about their own actions; or (ⅲ) they or any other Personnel nearby are actually or nearly involved in corruption.

8. Actions in response to violations

The Group will take severe actions and fully cooperate with the investigative organizations or authorities concerned if Personnel violate, or may violate, the anti-bribery laws and regulations of the country or this policy.

*1

Prohibition of bribes to government officials:
Note that in some countries, bribery between private individuals may be considered to be illegal, and therefore, the Group also prohibits Personnel from engaging in bribery between private individuals as a general rule.
*2

"Government official" means:
(ⅰ) An employee of a domestic or foreign government (whether national or local), ministry or agency, local public body, or the like; (ⅱ) an officer or employee of a government-linked company or entity, public international organization, or business operator providing services to which authority is delegated by a government, international organization, or the like; (ⅲ) a candidate for public office; (ⅳ) a person who engages in public affairs and other similar duties on behalf of any such individual; or (ⅴ) any other person to whom a similar status as any such individual is given by law.
*3

"Money, entertainment, gifts, benefits, or other advantages" include:
Money, cash vouchers, gift certificates, collateral, guarantees, invitations to travel or watch sports games, donations, contributions, gratuities, kickbacks, discounts, sales promotion expenses, and opportunities for employment, education, or medical care.

Established June 5, 2019

Revised June 13, 2022