Regulations for Bribery Prevention at actio inc.

Article 1 Purpose

These Regulations for Bribery Prevention (hereinafter referred to as the “Regulations”) stipulate basic matters for complying with the Unfair Competition Prevention Act of Japan, the Foreign Corrupt Practices Act (FCPA) of the United States of America and regulations, treaties, accords, rules, standards, policies, circular notices and guidelines to prevent bribery (hereinafter collectively referred to as “anti-bribery laws, etc.”) of other countries and for preventing violation of anti-bribery laws, etc.

Article 2 Definitions

The following terms used in these Regulations shall have the respective meaning set out below.

• “Public officials, etc.” shall mean public officials or persons in positions equivalent thereto who fall under the any of the following:
  • National or local government of a foreign state (both together hereinafter referred to as “foreign governments”) and their officials and employees;
  • Organizations of foreign governments over which foreign governments have control rights or controlling power (state (publicly)-owned enterprises, government (publicly)-run enterprises and private enterprises over which foreign governments are deemed to have substantial control rights or controlling power) and officials and employees of such organizations;
  • Political parties of each country and their officers and employees;
  • Public officials and candidates for public offices of each country;
  • International organizations and their officers and employees;
  • Organizations that handle affairs of foreign governments or international organizations based on delegation therefrom and officers and employees such organizations;
  • Family members (blood relatives within the sixth degree, spouses and relatives within the third degree) of officers and employees (including public officials and candidates for public offices) listed under 1 to 6 above.
• “Consultants, etc.” shall mean agencies, representatives, consultants, agents, distributors, accounting/ tax/ legal offices, etc. who provide advice or negotiate with public officials, etc. regarding the acquisition of approval or license or orders from foreign governments, international organizations, etc. or regarding transactions with state-owned or government-run enterprises.

Article 3 Scope of application

These Regulations shall apply to actio inc.

Article 4 Basic policies

• actio inc. shall comply with anti-bribery laws, etc. and conduct fair, appropriate and sound business activities.
• actio inc. shall prohibit any activities that may be regarded as facilitation payments.
• Based on full recognition that an act in violation of anti-bribery laws, etc. will result in significant damage to public trust in actio inc., payment of large amounts of fines and furthermore the risk of severe legal penalties against the violator, officers and employees of actio inc. shall conduct appropriate and lawful business activities.

Article 5 Prohibition of provision of bribery

actio inc. may not provide or offer to provide, either directly or indirectly, entertainment, gifts, money or provide/facilitate other convenience/benefits (hereinafter referred to as “provision of bribery”) to public officials, etc. for the purpose of gaining illicit gains or preferential measures.

Article 6 Anti-bribery manager

• actio inc.’s management division has an anti-bribery manager in order to thoroughly prevent provision of bribery to public officials, etc.
• The anti-bribery manager shall perform his/her duties in accordance with these Regulations and assume a primary role with respect to the prevention of provision of bribery.

Article 7 Acquisition of approval for exempted acts

An officer or an employee of actio inc. shall, in the case of providing benefits to public officials, etc., obtain in advance the approval of the head of the section to which he/she belongs.

• The provision of benefits to Public officials, etc. which is not considered one of the prohibited acts stipulated shall mean the following acts, but shall not be limited to the following acts, which shall be conducted within the limits of ordinary social conventions, social calls or customs.
  • Provision of publicity calendars, promotional goods or commemorative products for general public distribution;
  • Provision of gifts associated with seasonal greetings;
  • Provision of snacks and light refreshments at business meetings;
  • Provision of a dinner purely for social gathering purposes within a moderate, rational and reasonable scope;
  • Incurrence of travel expenses and transportation costs within a reasonable scope for participation in business meetings;
  • Donations and grants provided as corporate social responsibility within a reasonable scope under social conventions.

Article 8 Response to bribe solicitation

In cases where an officer or an employee of actio inc. receives a request that may be suspected of being a bribe solicitation from public officials, etc., he/she shall refuse such request, except in emergency circumstances prescribed in the following article, immediately report to the head of the section to which he/she belongs and the anti-bribery manager and take measures according to their instructions. The management division shall immediately respond to the matter in cooperation with external experts.

Article 9 Emergency situations

In cases where an officer or an employee of actio inc. receives a request that may be suspected of being the solicitation of a bribe from a public official, etc. and he/she is left with no alternative but to respond to the request to protect the lives and safety of officers and employees of actio inc. from actual risks, he/she may respond to the request and provide benefits to the public official, etc., notwithstanding the provisions of Articles 5 and 8 hereof; provided, however, he/she shall report to the head of the section to which he/she belongs and the management division immediately after implementing the measure.

Article 10 Appointment of consultants, etc.

• actio inc. shall not bribe public officials, etc. through consultants, etc. and shall not appoint consultants, etc. who could possibly conduct such corruptive acts.
• Prior to appointing consultants, etc. an officer or an employee of actio inc. shall obtain the approval of the head of the section to which he/she belongs and the management division.
• actio inc. shall not make payments to consultants, etc. if part of such payments is or is suspected to be misappropriated for an unfair or unlawful approach to public officials, etc.
• In the case prescribed in the preceding paragraph, an officer or an employee of actio inc. shall report to the head of the section to which he/she belongs and take necessary measures according to their instructions, including the cancellation of contracts with the consultants, etc. The management division shall immediately respond to the matter in cooperation with external experts.

Article 11 Investigations in mergers, acquisitions, etc.

In the case of a merger with or an acquisition of another company or in the case of launching a joint venture with another company, actio inc. shall conduct an appropriate prior corporate investigation of said company and confirm the existence or non-existence of acts of said company in violation of anti-bribery laws, etc. at present or in the past.

Article 12 Creation and retention of records

In order to prevent provision of bribery of public officials, etc. or third-party suspicions thereof, actio inc. shall create accurate records of the content of measures (including documents concerning approval and reports, accounting books and other relevant materials) implemented in accordance with the provisions of Articles 7, 8, 9, 10 and 11 hereof and retain the records for 10 years.

Article 13 Internal whistle-blowing, etc.

• In cases where an officer or an employee of actio inc. learns about a violation of these Regulations or an event suspected of constituting such violation (hereinafter referred to as “violations, etc. of these Regulations”), he/she shall immediately report to the head of the section to which he/she belongs. The management division shall investigate the facts, promptly and properly correct the situation and take other appropriate measures, and report the violations, etc. of these Regulations to the management division, as necessary.
• actio inc. shall not give an officer or an employee disadvantageous treatment because of his/her having made a report set forth in the preceding paragraph.

Article 14 Relationships with companies in the private sector

In states and regions where the provision of benefits to and the acceptance thereof by officers and employees of companies in the private sector are regulated, these Regulations shall apply mutatis mutandis to relationships with companies in the private sector. In this case, public officials, etc. as used in these Regulations shall be read as officers and employees of companies in the private sector, and in the same manner, provision of bribery, provision and payment of bribery shall be read as provision and acceptance of bribery, provision of bribery shall be read as provision and acceptance of bribery, and payment of bribery shall be read as payment and acceptance of bribery.

Article 15 Education and training

actio inc. shall provide education and training regarding the prevention of bribery of public officials, etc. to the anti-bribery manager and officers and employees of actio inc., as necessary.

Article 16 Internal audits

The anti-bribery manager shall conduct internal audits on the situation of compliance with these Regulations more than once a year. In the event that an issue is detected as a result of internal audits, the management division shall immediately report to the officer.

Article 17 Disciplinary action, etc.

In a case where an officer or an employee of actio inc. commits an act in violation of these Regulations, the Group shall implement strict measures against the person in violation and his/her manager in accordance with the Employment Rules and other internal rules.

Article 18 Revision or abolition of these Regulations

• The establishment, revision and abolition of these Regulations shall be determined by a resolution of the Executive Management Meeting.
• Notwithstanding the provisions of the preceding paragraph, matters stated in the Regulations may be revised based on a decision of the officer in charge of risk and compliance.

Provisions

These Regulations shall take effect on August 1, 2019.

Amended March 4th, 2025