Anti-Bribery Guidelines

TechnoPro Group Anti-Bribery Guidelines
Request for Understanding and Cooperation

In order to continue to operate as a corporate group trusted by society, we, the TechnoPro Group, have established the TechnoPro Group Code of Conduct and are engaged in sincere corporate behavior with an emphasis on compliance. As part of this, we conduct fair and equitable corporate activity in compliance with relevant laws, our internal rules and regulations, and other social rules in accordance with our Compliance Declaration, acting with high ethical standards and good social decency. Further, as a good corporate citizen and to avoid society’s suspicion and distrust, we have endeavored to maintain proper relationships with society and government, as well as to prevent corruption.

The TechnoPro Group is already engaged in business development not only in Japan but also on a global basis through its overseas subsidiaries. Amid ongoing advancement of global activity in our management policies, the world’s various countries are becoming more and more rigorous in legislative action regarding bribery and fair trade. In order to adapt to these changes in our environments and meet the expectations of our stakeholders, the TechnoPro Group as a whole engages in ESG management (Environment, Social, Governance) and, with the purpose of further clarifying our stance on anti-bribery and corruption, we have newly-established and announced the TechnoPro Group Anti-Bribery Guidelines (hereafter “the Guidelines”).

The Guidelines include not only our basic approach and pledges against bribery, but also matters that we ask of all our business partners. This is because thoroughness in compliance, including as it pertains to bribery and corruption, requires the understanding and cooperation of not only the executives and employees of the TechnoPro Group but also its business partners.

We would like to ask each and every one of our business partners to examine the Guidelines and provide us with their cooperation.

July 1, 2020
TechnoPro Holdings, Inc.
Yasuji Nishio
Yasuji Nishio
Chief Compliance Officer
President, Representative Director and CEO

TechnoPro Group Anti-Bribery Guidelines

1. Purpose

  1. The TechnoPro Group has established the TechnoPro Group Anti-Bribery Guidelines (hereafter “the Guidelines”) for the purpose of maintaining fair relationships with society and acting in accordance with social ethics, through compliance with laws, regulations, and the TechnoPro Group internal rules and regulations relating to the prohibition of bribery as applicable to the countries and regions in which it conducts business.

2. Basic Policy

  1. (1)The TechnoPro Group shall rigorously strive to prevent bribery in accordance with the Guidelines.
  2. (2)The TechnoPro Group shall comply with the various laws and regulations stipulating prevention and/or punishment for bribery, including the Penal Code and Unfair Competition Prevention Act (Japan), the Foreign Corrupt Practices Act (United States), the Bribery Act (United Kingdom), and other domestic and international laws applicable to its business activities (hereinafter collectively referred to as “Anti-Bribery Laws and Regulations”).
  3. (3)The Guidelines have been established and announced with the approval of TechnoPro Holdings, Inc.’s Board of Directors, with the board overseeing the status of their execution.
  4. (4)The Guidelines apply to executives, regular employees, seconded employees, and dispatch employees (hereinafter collectively referred to as “the Employees”) of TechnoPro Holdings, Inc. and its domestic and overseas subsidiaries, the constituents of the TechnoPro Group.
  5. (5)The TechnoPro Group shall work to ensure thorough permeation and understanding of the contents of the Guidelines among the Employees, all of whom are under the scope of the Guidelines, as well as to educate them on compliance with these.

3. Guidelines on Specific Action

  1. (1)Prohibition of Bribery
    The TechnoPro Group shall not engage in any of the following activities.
    1. a.Bribery of Public Officials
      The act of giving, or offering or promising to give, any money or other benefit to a public official, in order to (i) have the public official act or refrain from acting in relation to the performance of official duties, or in order to (ii) have the public official use his/her position to influence another public official to act or refrain from acting in relation to the performance of official duties, so that the TechnoPro Group can obtain illicit profit in business with regard to domestic or international commercial transactions. This shall also include the approval of any of these activities by the Employees or business partners. This further includes not only directly-taken action, but also actions taken by a third party on the actor’s behalf, whether through threat, coercion, etc. (including actions taken via a third party or actions taken by a third party under force).
    2. b.Bribery of Persons Other than Public Officials
      The act of giving, or offering or promising to give, any money or other benefit to an executive or employee of another business operator, or to a private individual, in order to (i) have the party in question act or refrain from acting in relation to the performance of their duties, or in order to (ii) have the party in question use his/her position to influence another executive or employee to act or refrain from acting in relation to the performance of their duties, so that the TechnoPro Group can obtain illicit profit in business with regard to domestic or international commercial transactions. This shall also include the approval of any of these activities by the Employees or business partners. This further includes not only directly-taken action, but also actions taken by a third party on the actor’s behalf, whether through threat, coercion, etc. (including actions taken via a third party or actions taken by a third party under force).
    3. c.Acceptance of Bribes
      The act of requesting, promising to receive, or receiving any money or other benefit from a public official or other business operator as compensation so that the TechnoPro Group can obtain illicit profit in business with regard to domestic or international commercial transactions.
    4. d.Aiding, Abetting, Mediating, or Participating in Conspiracy to Bribe
      The act of aiding, abetting, or mediating bribery as defined in items a. to c. above, or participating in a conspiracy to bribe as defined in items a. to c. above.
    5. e.Facilitating Payments
      The act of providing a small payment to public officials for the purpose of facilitating or accelerating administrative procedures related to permits, custom clearance, etc.
  2. (2)Entertainment/Gifts
    The TechnoPro Group shall not provide, offer, or promise improper entertainment or gifts to public officials, whether in Japan or overseas. In addition, we shall not provide entertainment or gifts to shareholders or bond holders of the TechnoPro Group in relation to the exercise of their rights. Even with regard to entertainment and gifts for business partners who do not fall under the scope of public officials, we will comply with Anti-Bribery Laws and Regulations, and will act within the reasonable range of social norms.
  3. (3)Receiving Entertainment/Gifts
    The TechnoPro Group shall not accept excessive entertainment or gifts beyond the scope of social conventions from our business partners. In addition, the Employees and departments in charge of the exercise of share and/or bond rights shall not receive entertainment or gifts from issuers of shares or bonds held by the TechnoPro Group in relation to the exercise of rights of said shares or bonds.
  4. (4)Payment to Business Partners
    In the event that the TechnoPro Group becomes aware that some of its payments made to business partners are, directly or indirectly, used for illicit purposes such as bribery, entertainment, gifts, and etc. as defined in Items (1) and (2) of this section, or if there is potential for said use, such payments shall not be made. In addition, the TechnoPro Group shall not request that a business partner use all or part of payments made by the TechnoPro Group to its business partners for the purpose of receipt of bribery, entertainment, or gifts for the TechnoPro Group or the Employees, either directly or indirectly, as defined in Items (1) through (3) of this section.
  5. (5)Education and Awareness of Anti-Bribery
    In order to thoroughly prevent bribery, the TechnoPro Group has established an appropriate prevention system and ensures its rigorous operation, conducting ongoing education and awareness activities for the Employees, including various training and e-learning programs.
  6. (6)Recordkeeping
    The TechnoPro Group shall create and maintain accounting records for all transactions and disposal of assets in a timely and accurate manner.
  7. (7)Initiatives in Corporate Acquisition and Investment Activities
    The TechnoPro Group, in its consideration of potential corporate acquisitions and investment projects (including business transfers, joint ventures, consortiums, and other types of alliances), shall conduct due diligence and seek confirmation of details from counterparties in accordance with the degree of risk from the perspective of preventing bribery.
  8. (8)Internal Reporting System
    The TechnoPro Group shall properly maintain and operate an internal reporting system that provides both internal and external channels through which parties may file reports so that compliance violations, including bribery, can be detected and corrected promptly. Consultation and/or reporting may be done anonymously, and we prohibit any unfavorable treatment rendered due to a party’s use of the internal reporting system.
  9. (9)Monitoring
    The TechnoPro Group shall conduct internal audits for monitoring of bribery prevention systems and their status of operation, making improvements as necessary based on audit results.
  10. (10)Incident Response
    The TechnoPro Group shall swiftly and appropriately conduct necessary investigations in the event of discovery of a serious compliance violation, including bribery. We shall cooperate in good faith with any requests for cooperation with investigations by authorities.
  11. (11)Punishment
    In the unlikely event that the Employees violate Anti-Bribery Laws and Regulations, the Guidelines, and/or the TechnoPro Group internal rules and regulations, strict punishment shall be imposed based on our work rules and other relevant provisions.

4. Request to Business Partners

  1. (1)Prohibition of Bribery
    We ask that our business partners refrain from engaging, directly or indirectly, domestically or overseas, in any business related to the TechnoPro Group that falls under or is suspected to fall under the scope of bribery as stipulated in Item (1) of Section 3.
  2. (2)Thoroughness and Awareness of Anti-Bribery
    We ask that business partners ensure that all of their executives, employees, and third-parties (including subcontractors) are fully aware of the purport of the TechnoPro Group Anti-Bribery Guidelines and Anti-Bribery Laws and Regulations through training, etc.
  3. (3)Recordkeeping
    We ask that business partners create and maintain accounting records for all transactions and disposal of assets for business related to the TechnoPro Group in a timely and accurate manner.
  4. (4)Cooperation with Investigations and Execution of Documents
    When conducting transactions, we may request investigations for the purpose of understanding business partners’ anti-bribery systems. We ask for your understanding and cooperation in this matter. In addition, in certain transactions, we may request implementation of articles prohibiting bribery or addition of written pledges to that effect. Here, again, we ask for your understanding and cooperation.
  5. (5)Cooperation in Responding to Suspected Violation
    In the unlikely event that bribery or fraudulent accounting is suspected in business related to the TechnoPro Group, we ask that business partners immediately contact TechnoPro Holdings, Inc. or its subsidiaries. In addition, we ask that business partners provide full cooperation with any investigations by TechnoPro Holdings, Inc., its subsidiaries, or related authorities.

5. Definitions of Terms

  • The term public officials as used in this document refers to any and all of the following:
    1. a.Persons engaged in public services of a national or local government inside or outside Japan (including ministers, legislators, executives and employees, ambassadors, military personnel, etc.)
    2. b.Executives and employees of domestic or foreign government-affiliated companies, government-affiliated corporations, or government-related organizations
    3. c.Corporate executives and employees designated by domestic or foreign laws to receive the same treatment as public officials
    4. d.Executives and employees of international organizations
    5. e.Executives and employees of operators who carry out affairs delegated by a domestic or foreign national or local government, or by an international organization, where the government or organization otherwise conduct the affairs itself
    6. f.Officers and employees of political parties
    7. g.Candidates for public office
    8. h.Persons equivalent to the above
  • The term money or other benefit refers not only to property benefits or benefits carrying tangible or intangible economic value, but also to benefits that satisfy the demands/desires of people, money, cash vouchers, gift certificates, financing, collateral, guarantees, invitations for travel, sports games, and the like, donations, sponsorships, rebates, promotional expenses, discounts, and job placement services for principals and relatives, among other things.
  • The term business partner refers to all domestic and foreign business operators (and their executives and employees), regardless of their registered name, utilized by the TechnoPro Group for the purpose of contributing to transactions or operations. This may include customers, suppliers, distributors, agencies, consultants, advisors, and agents. This shall further include all business operators (and their executives and employees), domestic or foreign, that are acting with entrustment from these entities.
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