Anti-Corruption
TechnoPro Group Anti-Corruption Guidelines
Request for Understanding and Cooperation
In order to maintain our position as a trusted corporate group in society, we, the TechnoPro Group, have established the TechnoPro Group Corporate Code of Conduct and are engaged in sincere corporate behavior under the overarching principle of “Compliance First.” 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. In 2021, we signed the United Nations Global Compact 10 Principles, which include principles related to anti-corruption.
Furthermore, in 2020, we established the TechnoPro Group Anti-Bribery Guidelines and implemented measures to prevent bribery both in Japan and internationally through our group companies. Now, to explicitly reinforce our commitment not only to preventing bribery but all forms of corruption, we have revised and renamed the policy as the TechnoPro Group Anti-Corruption Guidelines (hereinafter referred to as “the Guidelines”) and are formally announcing it.
The Guidelines include not only our basic approach and pledges against corrupt practices, 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.
February 7, 2025
TechnoPro Holdings, Inc.
Takeshi Yagi
Chief Compliance Officer
President, Representative Director and CEO
TechnoPro Group Anti-Corruption Guidelines
1. Purpose
- The TechnoPro Group has established the TechnoPro Group Anti-Corruption 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 corruption as applicable to the countries and regions in which it conducts business.
2. Basic Policy
- (1)The TechnoPro Group shall not tolerate any involvement in corrupt practices, whether directly or indirectly, actively or passively, under any circumstances. In the Guidelines, corrupt practices refer to any act that abuses one’s professional authority or position to obtain undue or improper benefits. This includes, but is not limited to:
・Bribery
・Excessive entertainment or exchange of gifts
・Embezzlement and fraud (including improper receipt of rebates or kickbacks)
・Bid rigging, collusion, and other forms of unfair competition
・Coercion to provide benefits
・Money laundering
・Conflicts of interest
・Acts that facilitate corruption (such as obstruction of justice, concealment of illicit proceeds, or inciting, aiding, or conspiring in corrupt activities) - (2)The TechnoPro Group shall comply with all applicable laws and regulations stipulating prevention and/or punishment for corruption (hereinafter collectively referred to as “Anti-Corruption Laws and Regulations”) in every country and region where it conducts business. These Anti-Corruption Laws and regulations include, but are not limited to, national and regional criminal laws, unfair competition prevention laws, the Foreign Corrupt Practices Act (United States), and the Bribery Act (United Kingdom).
- (3)The Guidelines have been proposed by the Chief Executive Officer (CEO) of TechnoPro Holdings, Inc. and have been established and announced with the approval of TechnoPro Holdings, Inc.’s Board of Directors. The Board of Directors is responsible for overseeing compliance with the Guidelines across the TechnoPro Group. Subsidiaries, both domestic and international, shall take the necessary measures, including corporate resolutions, to apply the Guidelines within their respective organizations.
- (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)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. Principles on Anti-Bribery and Entertainment/Gifts
- (1)Prohibition of Bribery
The TechnoPro Group shall not engage in any of the following acts, as outlined in items a. to d.:- a.Bribery
The act of giving, or offering or promising to give, any money or other benefit to a public official, or an executive or employee of another business operator, or to a private individual, 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 or executive or employee 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). - b.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. - c.Aiding, Abetting, Mediating, or Participating in Conspiracy to Bribe
The act of aiding, abetting, or mediating bribery as defined in items a. and b. above, or participating in a conspiracy to bribe as defined in items a. and b. above. - d.Facilitating Payments
The act of providing a small payment to public officials for the purpose of facilitating or accelerating administrative procedures related to permits, customs clearance, etc.
- a.Bribery
- (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 bondholders 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)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)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.
4. Initiatives to Prevent Corruption
- (1)Education and Awareness of Anti-Corruption
The TechnoPro Group shall ensure that the Guidelines, along with the TechnoPro Group Code of Conduct and other related regulations, are always accessible within the company to keep all the Employees well informed. Furthermore, in order to maintain and improve the anti-corruption system, we shall continue to provide ongoing education and training to the Employees to further instill essential ethical awareness. - (2)Recordkeeping
The TechnoPro Group shall, in order to fulfill its accountability for compliance with the Guidelines, create and maintain accounting records for all transactions and disposal of assets in a timely and accurate manner, under an appropriate system of internal controls. - (3)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 corruption. - (4)Monitoring and Improvement
The TechnoPro Group shall regularly conduct internal audits and self-inspections on anti-corruption efforts and compliance, considering the risks associated with its business activities and the countries and regions in which it operates. Based on the results, necessary improvements shall be made as required. - (5)Whistle-blowing System
The TechnoPro Group shall properly maintain and operate a whistle-blowing system that provides both internal and external hotlines through which parties may file reports so that compliance violations, including corrupt practices, can be detected and corrected promptly. Anonymous consultation and reporting are also accepted, and we strictly prohibit any unfavorable treatment of whistleblowers, ensuring their full protection. - (6)Incident Response
The TechnoPro Group shall take appropriate and prompt action, including necessary investigations and measures, upon identifying any serious compliance violations, including corrupt practices. We shall cooperate in good faith with any requests for cooperation with investigations by authorities. - (7)Penalties
The TechnoPro Group shall strictly punish the Employees who violate Anti-Corruption Laws and Regulations, and/or the Guidelines, in accordance with work rules and other relevant provisions of each Group company.
5. Request to Business Partners
- (1)Prohibition of Corruption
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 corruption. - (2)Thoroughness and Awareness of Anti-Corruption
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 Guidelines and Anti-Corruption Laws and Regulations through training, etc. - (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)Cooperation with Investigations and Execution of Documents
In the course of transactions, we may request investigations for the purpose of understanding business partners’ anti-corruption systems. In addition, we may request the implementation of articles prohibiting corruption or the addition of written pledges to that effect. Here, we ask for your understanding and cooperation in this regard. - (5)Cooperation in Responding to Suspected Violation
In the unlikely event that corruption 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.
6. Definitions of Terms
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The term public officials as used in this document refers to any and all of the following:
- 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.)
- b.Executives and employees of domestic or foreign government-affiliated companies, government-affiliated corporations, or government-related organizations
- c.Corporate executives and employees designated by domestic or foreign laws to receive the same treatment as public officials
- d.Executives and employees of international organizations
- 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
- f.Officers and employees of political parties
- g.Candidates for public office
- 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.
Established: July 1, 2020
Revised: February 7, 2025
Specific Efforts
Eliminating Anti-Social Forces
The TechnoPro Group has no relationship with anti-social forces, including business relationships.
Thorough prior investigation is conducted to ensure that business partners, etc. do not fall under the category of antisocial forces.
About Anti-Social Forces
Internal Reporting system
We have established an Internal Reporting system to promote the prevention and early discovery of compliance violations including corruption and to ensure rapid and efficient responses in the event of an incident. Under the Internal Reporting system, we have established a consultation desk run by an outside attorney who is independent of the Group's management members. This arrangement allows the system to be used anonymously.
Internal Audits and Internal Reporting System
Insider Trading Prevention
In order to prevent insider trading by TechnoPro Group executives and employees and other related parties, we have established the “TechnoPro Group Insider Trading Prevention Regulations” and strictly enforce these regulations.
Education for employees
We strive to prevent corruptive acts by disseminating the “TechnoPro Group Anti-Corruption Guidelines,”“Insider Trading Prevention Regulations,” and “Information Security Policy”through annual training sessions, and by incorporating them into daily operations. Training is conducted until 100% attendance. We also have a compliance book on our internal portal site that allows easy access at any time to information on bribery, insider trading, internal reporting systems, etc.
Reporting to the Board of Directors
We have procedures in place to identify elements of corruption and take appropriate action against corruption in operations assessed as high risk. Internal and external monitoring and risk management are regularly reported to the Board of Directors by the CSR Promotion Department.
Political contributions / Number of serious disciplinary actions related to corruption / Number of fines related to corruption (ESG Data Book)