Procurement Information - Corporate Profile | The Catalyst Connecting Earth and Cars. Cataler Corporation

“CATALER's Procurement Policy”For open and fair transactions between CATALER and its suppliers

“CATALER's Procurement Policy”

Our Purchasing Department has been procuring materials and parts and equipment to be used for manufacturing the products that are supplied by us to the customers in the business fields of such as, catalyst converters for emission controls of automobiles, motor bikes and utility engines, and necessary parts for EV inclusive of electrode catalysts for fuel cells for FCV, and carbon material contributing to environmental cleanup.

Our goal is to “establish a sustainable development of eco-friendly society” and to “preserve the earth clean enough for the children in the future of the world”. We would like to contribute to the realization of the customer delight as well as an affluent society, by providing advanced technologies and products aiming for a better harmony between people and the environment.

For that purpose, this purchasing department, based on following six (6) Principles of our procurement policy, has been implementing its procurement activities aiming to achieve the global sourcing, by developing the sources and purchasing such as materials, parts and equipment that are superior to others in terms of the product quality, technology, cost-performance, and delivery time.

CATALER's Procurement Policy

1. Open-door, Fair, and Clean transactions

･ CATALER widely and fairly seeks for suppliers, regardless of inside or outside Japan, as business partners who have high-level technologies and collaborate with us to produce the highest quality products beyond customers' expectations.
･ In the selection of appropriate suppliers, we will also take into account other elements such as safety awareness, attitude toward improvement, corporate stability, in addition to aforementioned elements such as the product quality, technology, cost-performance and delivery time, so as to evaluate them based on their overall strengths.

2. Mutual development through mutual trust

･ CATALER would like to continue winning the competition with its competitors and achieving sustainable growth together with its suppliers, so as to mutually develop and build a win-win relationship.
･ For that purpose, we think that it is important to promote interactive closer communication, learn together, and build a relationship based on mutual trust.

3. Promotion of Green Procurement of Eco-Friendly Goods and Services

･ CATALER has been promoting "eco-friendly development, design, and Production activities", based on its management philosophy of "better harmony between people and the environment".
･ For that purpose, we aim to increase the purchase of eco-friendly "materials/parts" and "equipment /machines" from the suppliers of eco-friendly goods and services.

4. Promotion of local procurement

･ CATALER, aiming to become a global company fighting on a global scale and expand the range of business activities worldwide, has been aggressively promoting its policy of “local production and local procurement”.
･ Through this activity, we aim to contribute to the local community and become a member of good corporate citizen.

5. Promotion of Business Continuity Management activities

･ CATALER, aiming to become a top-ranked company of disaster prevention, has been promoting to maintain and improve its capability of responding to and protecting against various threats surrounding the business.
･ We are promoting “Business Continuity Management” activities together with the suppliers, so as to realize "assured life and safety" and guarantee "continuous and stable supply to customers".

6. Thorough compliance with laws and regulations, and Confidentiality

･ CATALER, aiming to be a company that is loved and trusted by its stakeholders, has been promoting its compliance with related laws and social norms throughout the procurement activities.
･ We have been paying sufficient attention to the handling of confidential information that we obtained from the persons related to business or trading, to keep them confidential.

For open and fair transactions between CATALER and its suppliers

Since when the “CATALER group CSR policy” was established in October 2013, CATALER has been promoting its CSR activities. In this context, in order to instill the CSR activities into its suppliers, we released and widely spread over “Supplier CSR Guideline” and “Guideline for Prevention of Bribery ” to its suppliers in December 2014 and in February 2016, respectively.

“Supplier CSR Guideline”

As stated in the preamble to said “CATALER group CSR Policy”, we really would like all of our suppliers to support the idea of the CSR policy and act on it. Our “Supplier CSR Guideline” was duly established and released to the suppliers so that our continuous transactions under that idea can be assured based on mutual trust and understanding.

“Supplier CSR Guideline”

CATALER, in order to help preserve the comfortable-to-live earth and create an affluent society through providing own products and services to the customers, would like to make contributions to the realization of a sustainable society as well as the intensive environmental management on a global scale. Therefore, CATALER would like the suppliers to be aware of and to internally promote the following themes and activities within a company of each supplier.

Compliance

<Compliance with laws or ordinances and its spirit>

･ To observe local laws and regulations and their spirit.
･ To improve procurement policies and systems, action guidelines, reporting systems, education, etc., for thorough compliance.
･ Not to act in a manner that violates the competition law, such as private monopoly, unfair restraint of trade (cartel, bid-rigging, etc.), unfair transaction method, abuse of dominant bargaining position.

<Management and protection of confidential information>

･ To strictly manage and make appropriate use of our own confidential information such as trade secret and so on.
･ To obtain confidential information from an authorized person of other companies in a legitimate way, and check its usage range and other relevant conditions. To use confidential information only within the limit, and keep it confidential without infringing on the rights of other companies.
･ To obtain all personal information about employees, customers, business partners only in a legitimate way, and use it within the proper range of use, and keep it strictly confidential.

<Export Trade Management>

･ To thoroughly manage the export transactions in accordance with Export Trade Control Ordinance, and, if it's necessary, issue a “non-applicable certificate” or parameter sheet on products and technologies to be exported, after confirming whether they are restricted items or not.

<Prevention of Corruption>

･ To make political donations or contributions to political activity or governing political party in compliance with the political funds control law of each country, in order to build a transparent and fair relationship with politics and administration.
･ Not to give entertainment, gifts, or money to others such as customers, suppliers, or other business partners for the purpose of acquiring and maintaining unjust profits or unfair preferential treatment.

Human rights, labor

<Elimination of discrimination>

･ Not to discriminate persons on the grounds of individualities such as ethnicity, nationality, nationality of origin, religion, age, sex, and so on that shall be protected by applicable laws and regulations, in every employment-related aspects (of such as entry, recruitment, promotion, remuneration, right to receive education, job assignment, wage, benefits, punishment, dismissal, and retirement).

<Respect for Human Rights>

･ Not to allow any form of harassment at the workplace with regard to the individualities such as the race, ethnicity, nationality of origin, religion, age, and sex, etc., that shall be protected by applicable laws.
･ Not to allow any form of actions or attacks against the employees, that will disturb their jobs, harm the personal dignity and create the hostile or threatening or uncomfortable working environment, due to behaviors such as improper language, visual effects, body actions that are so called “harassment”.
･ To immediately investigate and make reports on any complaints made by employees about the harassments. To also create the environment that helps employees to report every case of harassment to the management, with no fear of any retaliation or intimidation or further harassment.

<Forced labor>

･ Don't use forced laborers.
･ To ensure that every labor is voluntary and that employees are free to leave.
･ Not to require employees to pass passports, public identification cards or work permit as a condition of employment. In addition, employees must be legitimately employed.

<Wage>

･ To pay salaries to employees in compliance with applicable laws concerning minimum wage, overtime compensation, payroll deduction, piece wage, other benefits.
･ To pay legal mandatory benefits to employees.
･ To inform employees about details of Salaries and other benefits, welfare benefits and wage deductions, in a timely manner in compliance with applicable laws and regulations.

<Working hours, safe & healthy working conditions>

･ To follow the applicable laws that stipulate the working hours of employees (including overtime).
･ To give a top priority to the safety and health of all employees during working hours so that they can work safely, and do the best to prevent any accidents or disasters.
･ To support health improvement of employees, through guidance done at workplace for employees in order to promote their health and to prevent disease.

Guidelines for prevention of bribery

CATALER Anti-Bribery Guidelines are formulated taking into account the global standards including British law and the laws of USA on bribery regulations. However, be aware that there may be more stringent regulations than these guidelines depending on the country or region in the world.

Matters to be observed by officers and employees of the Company

･ To learn basic legal knowledge at home and abroad and comply with this CATALER Anti-Bribery Guidelines that has been formulated based on global standards.
･ To strictly follow CATALER's Policy that prohibits its officers and employees from getting involved in bribery that is deemed to be illegal in many countries, regardless of inside and outside Japan.
･ To comply with this CATALER Anti-Bribery Guidelines, while observing the local laws and regulations of the countries and regions concerned.

Prohibition of bribery ( to public servants, etc.)

Officers and employees of the Company, for the purpose of acquiring or maintaining the business or business convenience for the Company or having influence, both inside and outside the country, shall not offer to or promise to or give a person who is deemed to be a public servant or a person conforming to the same [hereinafter referred to as "public servants (and the like)"] any money or other economic benefit or convenience (hereinafter referred to as "financial favors"), directly or indirectly. Such bribery deed shall not be approved by anyone of the Company, either.

（"Points of attention" )

･ IIf officers and/or employees of the Company provided money or financial favors to said public servants, (i) For the purpose of acquiring business convenience for the Company, and/or (ii) By aiming to influence the duties of public servants, the Company may be held liable for said actions as a bribe-giver.
In addition, the officers and employees of the Company related to this may be subject to legal liability as individuals. (Of course, payment to the public servants of expenses in accordance with the relevant laws and regulations, is legal and not to be blamed.)
･ Bribery of public servants is in particular socially criticized and subject to severe punishment. When contacting public servants, we need to be fully careful about own activities so as not to cause unexpected suspicions or allegations.
･ Needless to say about the case where the officers and employees of the Company bribe others through the third parties such as agents, consultants, sales partners, suppliers, subsidiaries and affiliates, even in cases where we recognized that these third parties on our behalf worked to bribe others, or where we left the suspicion of bribery despite being aware of the suspicious signs, the Company as well as its officers and employees may be held liable for the same legal responsibility as that in case of a bribe-giver itself.
･ If the Company fails to prevent bribery and if bribery by these third parties occurs, the Company may be held liable for legal liability.

( What is a public servant ? )

The term of "Public servants" includes the following persons (regardless of whether inside or outside Japan) and it surprises us that they belong to a wider categories rather than usual expectations.

･ Staff members of government, ministries and local governments (e.g.parliamentarians, military personnel, police officers, firefighters, tax investigators, customs officials, etc.).
･ Officers and officials of government-affiliated enterprises and/or corporations. (e.g.,Government-affiliated enterprises and/or companies include such kinds of organizations that are actually under control of such as government, ministries, and local governments who sent major officials into the organizations, regardless of their equity ratio: such as state-run or semi-public service providers of electricity, gas, public rail service, as well as national universities, national hospitals and so on.)
･ Officers and staff members of public international organizations [e.g., United Nations (UN), World Trade Organization (WTO), etc.]
･ Members and personnel of political parties
･ Candidates for public office
･ Persons who conducts public services on behalf of the above persons.
(e.g., designated inspection agency of the government, designated testing institution, etc.)

In addition, people who belong to the private international organizations such as the International Olympic Committee (IOC), or the International Red Cross as well as their related organizations, may be regarded as public servants in some countries or regions.

( What is acquisition or maintenance of business or “business convenience” ? )

The term of “business convenience” includes the following items.

･ Simplification or speed-up of various procedures
･ Tax exemption or reduction
･ Standardization of regulations or standards etc.
･ Acquisition of permission
･ Acquisition of business or commercial transactions
･ Acquisition of a high rating or reputation
･ Acquisition of confidential information
･ Silence of injustice and scandals
･ Intentional overlooking of violation of laws and regulations
･ Avoidance or mitigation of punishment

( What is money ? )

The term of "Money" includes the following items.

･ Money, cash vouchers, gift certificates, undisclosed shares, loans, collateral, guarantees
･ Gift, provision, invitation (watching sports, theater, travel etc)
･ Contribution, donation, sponsorship fee
･ Rewards, rebates, promotional expenses, discounts
･ Opportunities for employment, education, medical care etc
･ Heterosexual activities

About “Facilitation Payment”

Depending on the country and region, you may be requested to make a small amount of payment that is not based on the relevant law (hereinafter referred to as "Facilitation Payment") regarding customs clearance, immigration inspection, issuance or extension application of entry visa or short-stay visa. Such facilitation payments are also prohibited as bribery for public servants.

･ In the event that our officers and employees of the Company conduct facilitation payments for the purpose of obtaining business convenience for the Company, not only the Company but also the individuals of related Officers and employees may be required to take legal responsibilities, depending on the situation.
･ Needless to say, if payment of some kind of money is needed to avoid the things (assault, intimidation, arrest, confinement, etc.) that will harm the life, body or freedom, there is no choice other than paying it, in order to protect the personal safety as a top priority.
･ However, in any circumstances, in the event that you have carried out facilitation payment for the Company, you shall promptly inform our proper department in charge (hereinafter called "department in charge") of the date, place, circumstances, amount of payment, etc.

Prohibition of bribery (to other than public servants etc)

Officers and employees of the Company, regardless of whether they are inside or outside Japan, for the purpose of acquiring or maintaining the business or business convenience for the Company, (i) By intending to allow the third parties to conduct illegal duties, (ii) As a price in return for illegal duties implemented by a third party, or (iii) By recognizing that the receipt of monies by the third parties themselves constitutes unfair duties, you shall not give or promise or offer money, directly or indirectly, to such third party.

( "Points of attention" )

･ Even in the event that the counterparty are not regarded as the public servants, and if the officers and employees of the Company, (i) For the purpose of acquiring business convenience for the Company, (ii) By intending to allow the third parties to conduct illegal duties, provide money to said third party, the Company may be subject to legal liability for bribery as a bribe-giver. In addition, the officers and employees of the Company may be also held liable for their bribes as individuals.
･ Needless to say about the case where the officers and employees of the Company bribe others, for the benefits of the Company, through these third parties such as their agents, consultants, sales partners, suppliers, subsidiaries and affiliates, in the event that the officers and employees of the Company left the suspicious case, even being aware of the suspicious signs, that the aforementioned related people bribe others, the Company and our officers and employees may be held liable for the same legal liability that is charged as own bribery.
･ In the event that the Company or the officers and employees of the Company, did not receive any business convenience due to bribery or the counterparty did not receive money or the like, the counterparty did not perform any illegal duties, even in this case, legal liability may be charged to them as a bribery.
･ The officers and employees of the Company shall prevent any third party who may be engaged in the service for the Company or on behalf of the Company, such as related agents or consultants, sales partners, suppliers, subsidiaries or affiliates, from conducting a bribe to others. You may refer to "Guidelines on appointment of business partners – supplier " in this guideline regarding the scrutiny by the third party when these third parties are evaluated and appointed.
･ If the Company fails to prevent bribery and bribery by these third parties occurs, the company may be liable for legal liability.

( What is acquisition or maintenance of business or business convenience ? )

The term of "Acquisition or maintenance of business or business convenience" includes the following items.

･ Acquisition of commercial transactions
･ Acquisition of a high rating or reputation
･ Acquisition of confidential information
･ Silence of misconducts and scandals

( What is money ? )

The term of "Money and the like" includes the following items.

･ Money, cash vouchers, gift certificates, undisclosed shares, loans, collateral, guarantees
･ Gift, provision, invitation (watching sports, theater, travel etc)
･ Contribution, donation, sponsorship fee
･ Rewards, rebates, promotional expenses, discounts
･ Opportunities for employment, education, medical care etc
･ Heterosexual activities

Prohibition of bribery

Officers and employees of the Company, with respect to the illegal business acts or misconducts implemented by them for the purpose of providing a benefit to a third party, may neither request any money, nor promise to receive, nor receive any money, both inside and outside of the country of Japan.

( "Points of attentions" )

･ It goes without saying that the officers and employees of the Company shall not conduct any unlawful acts by themselves for the purpose of the third parties and that they shall not force others to do the same, but in the event that the officers and employees of the Company receive money in this regard, the officers and employees as well as the Company may be subject to legal liability as a bribe-taker.
･ In the event that an officer or employee of the Company receives bribes through a third party such as a family member, a friend, or another close relative of him, the officer and employee of the Company as well as the Company may be subject to legal liability as a bribe-taker.
･ Even in the event that neither the Company nor its officers and employees received any money and that the counterparty did not receive any business convenience from them, the Company and its officers and employees may be subject to legal liability as a bribe-taker.

( What is the illegal business acts to perform for the benefit of a third party ? )

"Unauthorized or unlawful acts to perform for the benefit of a third party" includes the following acts that are illegally performed.

･ Grant of commercial transactions
･ Grant of high evaluation or reputation
･ Disclosure of confidential information
･ Silence of the corruptions or scandals

( What is money ? )

The term of "Money" includes the following items.

･ Money, cash vouchers, gift certificates, undisclosed shares, loans, collateral, guarantees
･ Gift, provision, invitation (watching sports, theater, travel etc)
･ Contribution, donation, sponsorship cost
･ Rewards, rebates, promotional expenses, discounts
･ Opportunities for employment, education, medical care etc
･ Heterosexual activities

Prohibition of accounting fraud

The officers and employees of the Company, without limitation to accounting personnel, aren't allowed to carry out off-the-book trading, false deal, other kinds of deals which are misleading, and shall create and maintain accounting records (forms, books, etc.) which are reasonably detailed, accurate and fairly reflected on all the transactions and the disposal of assets.

( "Points of attention" )

･ Because money that is raised by fraudulent accounting procedures may become a hotbed of bribery, accounting fraud is prohibited by laws related to bribery.
･ Regarding prohibition of accounting fraud:
ⅰ )To establish and maintain an internal accounting control system within the Company, in order to secure the prohibition of accounting fraud,
ⅱ )To let the subsidiaries (which are herein referred to companies of which over 50% voting rights are owned by the Company - CATALER) follow the same direction of the Company to secure the prohibition of accounting fraud and a fair accounting through their established internal accounting control system.
ⅲ )To exercise influence, under requests by related laws and regulations, on such as the affiliated companies (of which less than 50% of voting rights is held by the Company who has significant influence on their corporate management) and the investment destination companies (of which less than 20% voting rights is held by the Company who has no significant influence on their corporate management) to a reasonable extent according to the ratio of voting rights held by the Company.
･ In cases where officers and employees of the Company violate accounting fraud and oblige the establishment of the internal accounting control system, the Company may be required to take legal liability, and the officers and employees of the Company related to this legal liability may be charged for members as individuals. This is true even if the Company, its subsidiaries, affiliates and other investees have not been proven to be involved in the bribery.
･ Officers and employees of the Company are responsible for making sure that the related subsidiaries are prohibited from conducting an accounting fraud, and that the subsidiaries will establish an internal accounting control system, and that the Company will exercise the influence on its affiliated companies and other investees for making them build the same internal accounting control system within the reasonable limit, in accordance with their responding ratio of voting rights held by the Company.

Cooperation for reporting, consultation and investigation

Officers and employees of the Company, if they had any doubt that their activities might relate to bribery or accounting irregularities, or if they are uncertain about their own acts, or if themselves or any other members have been involved or are getting involved in some dishonest acts, shall promptly report to and consult the department in charge, about the case.

If reporting or consultation is difficult for any reason, they may internally contact the consultation and reporting desk of the Company CATALER. Officers and employees of the Company will not receive any internal detrimental treatment as a result of these reports or consultation.

In the unlikely event that any of Officers and employees of the Company were involved in bribery, accounting fraud or any act that causes doubt, they shall cooperate fully with the survey whether it is an internal investigation or an investigation by relevant authority.

Penalties and internal punishments

･ Officers and employees of the Company involved in bribery and accounting fraud may be subject to strict criminal penalties or civil liability.
･ There are also imprisonment with or imprisonment without work, in addition to a punishment by fines, specified as criminal penalties for individuals such as officers and employees of the Company.
･ In addition, officers and employees of the Company who are involved in bribery and accounting fraud may be subject to disciplinary actions under the employment rules and other related internal regulations.

Points of attention, regarding appointment of business partners

･ In conducting business, the Company (we) will deal with or work with various business partners who have their own expertise, ability, experience and other management resources.
Although such a business relationship between the Company and business partners is just normal and never prohibited in any way, much of the bribery has been done through business partners, and we need to be always attentive to this point.

The term of "Business partner" includes the following persons.

･ Agent, consultant
･ Brokers, Mediator
･ Lobbyist
･ Lawyer, accountant
･ Expert witness, expert
･ Sales destination (= Buyer), supplier
･ Logistics operator, warehousing operator
･ Subcontractors
･ JV partner etc.

･ Especially when you need to make contact with public servants through a Consultant or a Broker, it is necessary for us to carefully evaluate the necessity and judge whether we should do that.
･ Try to first collect the relevant information on bribery risks specific to the industry in the country or region where the business partner is located, and take into account such information at the time when appointing a business partner.
･ Regarding bribery risks in each country or region, we can refer to "Corruption Perception Index" which is released annually by Transparency International, a Non-governmental organization (NGO) that has been internationally conducting anti-bribery and anti-corruption activities, will be helpful.

Review of business partners

･ The appointment of a business partner (including renewal of contracts with a business partner) shall be done with the approval of the authorized person in accordance with the rules for approval.
･ When appointing a business partner, the person in charge shall apply to the authorized person for his approval, after focusing on and checking especially the following points on an objective basis.

( Business partner )

□Is it real entity that has substance ?
□Does it have adequate expertise, ability, experience, enough to be appointed as a business partner in relation to the purpose of Contract ?
□Is it in a sound financial condition ?
□Is there any previous criminal record or bad reputation or report on its misconduct regarding bribery ?
□Does it have knowledge on bribery prohibitions and compliance consciousness ?
( e.g., To confirm it with its management persons through a direct interview, or to specify a Bribery Prohibition Clause in a Contract )
□ Is it not a person or a company who has been requested by public servants that are related to the business of the Company ?
□Is it not a person or a company who has been selected due to the reason that he has the influence on the public servants that are related to the business of the Company ?

( Prices )

□Is it a reasonable or appropriate level of prices, in comparison with market prices of the industry and the service to be provided in the countries and regions involved ?

( Others )

□Isn't there any suspicious or questionable request or offer ?
Example:

･ Significantly high margin and fees, emphasizing the necessity in transactions,
･ Expenses which are remarkably high or of which usage is unknown (entertainment expenses, labor costs, etc.)
･ Prepaid expenses for uncertain reasons,
･ Complicated transaction schemes such as payment to the third countries or to the third parties, and intervention by the third parties,
･ Refusal to issue bills and receipts

･ As a result of checking his compliance on above necessary points, if there are some concerns found, do not proceed to appoint the business partner.
･ All relevant documents shall be kept properly at each section.
･ If requested by any section in charge, all the information and materials that can prove the compliance with these guidelines as the result of Review of the business partner, shall be provided to the section by relevant each department or its headquarters.

Signing a contract with a business partner

･ Conclude a Contract with a business partner and clarify the scope of service to be provided, prices to be paid, and payment method, and after that, make payments in accordance with the Contract conditions.
･ In addition, specify a Bribery Prohibition Clause in the Contract, which has following provisions in principle.

Example: " Article xxxx (Prohibition of Bribery)

1. Contract partner-A and Contract partner-B shall comply with the anti-bribery provisions applicable in the countries both inside and outside Japan.
2. Neither Contract partner-A nor Contract partner-B may directly or indirectly take the following actions for the purpose of obtaining or maintaining business or business convenience for the Company.
- (1) To provide third parties with money or other interests or benefits, promise to provide, or offer to give money (hereinafter referred to as “offering money”), in order to let them perform fraudulent activities.
- (2) To provide the public servants and other equivalent persons with money, in order to affect the decision-making by them.
- (3) To take other miscellaneous acts which are similar to the acts in the preceding 2 items.

･ If a business partner refuses to conclude a Contract with the Company or to specify a Bribery Prohibition Clause in a Contract, internally consult with the department in charge.
･ Even after a Contract has been concluded between a business partner, keep watch for any doubts on the above-mentioned points (See page 13) that were confirmed when the quality of the business partner had been reviewed.
･ If requested by any section in charge, all the information and materials that can prove the compliance with these guidelines as the result of Review of the business partner, shall be provided to the section by relevant each department or its headquarters.

Remarks on payment of various expenses

･ In carrying out our business, we may pay various expenses or bear the cost for the burden as a gift, entertainment, donation or sponsorship cost, for the following purposes.

○ In order to maintain a good business relationship on the commercial transaction
○ To show appreciation to the business partners
○ As a ceremonial association with counterparty
○ In order to improve our image
○ In order to have understanding of our products and services deepened
○ As a social contribution or a charity
○ In consideration for the service provided

･ Although paying the above expenses and bearing the cost for entertainments itself is not prohibited as usual business practices, but much of bribery is done by giving money to others under the above-mentioned names or nominal reasons, so it is necessary to pay attention to this point.
･ In cases where we pay or bear these various expenses, we shall implement them in a legitimate way and shall be based on not only our own thoughts but also fair reasons that can be objectively explained to the authority if necessary for their understanding, by clarifying objective circumstances (name of counterpart, purpose, amount, contents, timing, frequency, etc.).
･ In particular, when giving gifts or entertainment to public servants, careful and deep consideration shall be given its validity and necessity.
･ It does not mean that we should withhold ourselves with public servants, but means that we should communicate well and build friendly and cooperative relationships with them through daily smooth communications and reasonable actions within the limits by relevant laws and regulations.

About gifts, provisions, invitation, etc.,

･ Gift, provisions, invitation (watching sports, theater, travels, etc.) [hereinafter referred to as "Gifts"] shall be given or provided under the approval of the authorized person in accordance with the internal rules for the approval.
･ The person in charge of preparing Gifts shall objectively clarify such as the number and position of the recipients, the purpose, timing, amount, and frequency of the Gift, and shall apply to the authorized person for approval, after confirming the following points.

( Laws and regulations )

□Whether it does not violate the laws and regulations applicable to a recipient ?
( Note: Prior confirmation of any regulations is needed. Because, a recipient must be subject to some prohibitions or regulations if he is a public servant. )
□Whether it does not violate the laws and regulations applicable to business partners ?
( Note: Prior confirmation of any regulations is needed. )

( About the purpose of the Company )

□Whether it's just for the purpose to obtain a business or business conveniences only for the Company ?

( Amount of money )

□Whether it's a reasonable amount that can be considered to be appropriate to such as the countries and regions involved, market prices of the industry, kinds of the services provided, the status of a recipient, and so on ?

( Others )

□Whether it's not money or not having a high conversion ratio ?
□Whether the organization to which the recipient belongs is aware of the purpose and content of the reward ?
□Whether it's not such a timing that may possibly cause any misunderstanding ?
( e.g., Just during the business negotiations with the counterparty, Just before or after the transaction deal, )
□Whether it's considered to be an acceptable level that can be allowed even by the global standards ?

･ If there are any concerns resulted from checking the above points, don't proceed it.
･ All the relevant documents shall be kept properly at each department.
･ If requested by any section in charge, all the information and materials that can prove the compliance with these guidelines as the result of Review of the business partner, shall be provided to the section by relevant each department or its headquarters.

About contributions, donation, sponsorship cost, etc.

･ The contributions, donations, sponsorship cost (hereinafter referred to as Contributions”) shall be made or provided under the approval of the authorized person in accordance with the internal rules for the approval.
･ A person in charge of preparing Contributions shall objectively clarify the details of such as the recipient's name, the purpose, timing, amount, and frequency of the Contributions, and shall apply to the authorized person for approval, after confirming the following points.

( Laws and regulations )

□Whether it does not violate the laws and regulations applicable to a recipient ?
( Note: Prior confirmation of any regulations is needed. Because, a recipient must be subject to some prohibitions or regulations if he is a public servant. )
□Whether it does not violate the laws and regulations applicable to business partners ?
( Note: Prior confirmation of any regulations is needed. )

( About the purpose of the Company )

□Whether it's just for the purpose to obtain a business or business conveniences only for the Company ?

( Amount of money )

□Whether it's a reasonable amount that can be considered to be appropriate to such as the countries and regions involved, market prices of the industry, kinds of the services provided, the status of a recipient, and so on ?

( Others )

□Whether it's not a person or a company who has been requested by public servants that are related to the business of the Company ?
□Whether it's not such a timing that may possibly cause any misunderstanding ?
( e.g., Just during the business negotiations with the counterparty, Just before or after the transaction deal, )
□Whether it's considered to be an acceptable level that can be allowed even by the global standards ?

･ If there are any concerns resulted from checking the above points, don't proceed it.
･ Get from a counterparty such as confirmation and explanation in writing to prove its receipt by him and the use of the Contributions.
･ All the relevant documents shall be kept properly at each department.
･ If requested by any section in charge, all the information and materials that can prove the compliance with these guidelines as the result of Review of the business partner, shall be provided to the section by relevant each department or its headquarters.

Rewards, rebates, promotional expenses, discounts etc.

･ Rewards, rebates, promotional expenses, discounts etc. (hereinafter referred to as "Rewards, etc.") shall be provided or used under the approval of the authorized person in accordance with the internal rules for approval.
･ A person in charge of preparing Rewards shall objectively clarify the details of such as the recipient's name, the purpose, timing, amount, and frequency of the Rewards, and shall apply to the authorized person for approval, after confirming the following points.

( Laws and regulations )

□Whether it does not violate the laws and regulations applicable to a recipient ?
( Note: Prior confirmation of any regulations is needed. Because, a recipient must be subject to some prohibitions or regulations if he is a public servant. )
□Whether it does not violate the laws and regulations applicable to business partners ?
( Note: Prior confirmation of any regulations is needed. )

( About the purpose of the Company )

□Whether it's just for the purpose to obtain a business or business conveniences only for the Company ?

( Amount of money )

□Whether it's a reasonable amount that can be considered to be appropriate to such as the countries and regions involved, market prices of the industry, kinds of the services provided, the status of a recipient, and so on ?

( Others )

□Whether the organization to which the recipient belongs is aware of the purpose and content of the reward ?
□Whether it's not such a timing that may possibly cause any misunderstanding ?
( e.g., Just during the business negotiations with the counterparty, Just before or after the transaction deal, )
□Whether it's considered to be an acceptable level that can be allowed even by the global standards ?

･ If there are any concerns resulted from checking the above points, don't proceed it.
･ Conclude a contract with a counterparty, clarify the scope of supply of services, prices, and payment method etc, and make payments in accordance with the contract terms.
･ All the relevant documents shall be kept properly at each department.
･ If requested by any section in charge, all the information and materials that can prove the compliance with these guidelines as the result of Review of the business partner, shall be provided to the section by relevant each department or its headquarters.