Compliance Manual

In the Compliance Manual, the Marubeni Management Policy calls for fair and upright corporate activities in accordance with the spirit of the Company Creed of ”Fairness, Innovation, and Harmony.” Accordingly, the Compliance Manual stipulates specific provisions under such headings as “Compliance with Antimonopoly Act and Related Laws and Regulations” and ”Prohibition of Unfair Competition.” Moreover, we will stand firm against anti-social organizations and threats to social order and public security, and will never form or foster relationships with any organization that poses such threats. To this end, the Compliance Manual provides detailed guidelines regarding the prohibition on conferring benefits on anti-social organizations, the prohibition on money laundering, and other related issues.

Introduction

“When you are faced with a choice between integrity and profit, choose integrity without hesitation.”

If we do not follow this direction and choose an easy option that results in our corporate brand being damaged, it will take a long time and a lot of energy to restore our brand. We shall not take short-cuts in the pursuit of a quick profit, rather we shall choose the right pathway even if it involves a detour, taking one step at a time.

Each and every one of you should re-assess your position to confirm that your pathway:

  • does not violate any law;
  • is one that you can tell your family about with confidence;
  • is one that you would be happy for your children to adopt;
  • is one that you can be proud of if it be reported in the newspapers or on TV;
  • does not enable others to take advantage of our weakness;
  • is not a shortcut that allows you to enjoy an easy life at the expense of others.

If you are ever in any doubt as to any of the above, please revisit this Compliance Manual.

Compliance Committee
(Excerpt from the Compliance Manual)

Compliance Statement of the Marubeni Group

We, the directors and employees of the Marubeni Group, shall observe the laws, regulations and internal corporate rules, by observing the spirit of the values of “Fairness”, “Innovation” and “Harmony” expressed in our Company Creed, the Marubeni Management Philosophy and the Marubeni Corporate Principles, and shall conduct our business activities in compliance with a high corporate ethical code.

Compliance System of the Marubeni Group

Meaning of compliance

While the term “compliance” is sometimes used to mean “upholding laws”, today the term is also used to mean “upholding corporate ethics”.

For the Marubeni Group, compliance means conducting our business activities while observing laws, regulations and internal company rules in accordance with the philosophy incorporated in the Company Creed, Marubeni Management Philosophy and Marubeni Corporate Principles, and also maintaining a high standard of ethics.

Compliance is a prerequisite for a company to endure. This is because, if profits are not realized through sound business practices based on upholding rules and ethics, the company will betray the expectations and demands of various stakeholders (i.e., interested parties) such as consumers, business partners, shareholders and employees, and sooner or later society will no longer tolerate the existence of that company.

The Term “compliance” is the guiding principle for the actions of company workers.

Who Practices Compliance

Compliance within a corporation can only be achieved when every director and employee in the corporation understands the significance of compliance and takes appropriate steps to adhere to its principles, not only in business but also in their private lives.

Role of the Compliance Committee

The Compliance Committee, under the direct control of the President, serves as an organization to support and provide instruction to ensure compliance by the directors and employees of the Marubeni Group.

Chief Compliance Officer and Compliance Officer

The Chief Compliance Officer (nominated by the President) is the person responsible for ensuring that the compliance system is observed throughout the whole of the Marubeni Group. The Chief Compliance Officer shall also be the Chairman of the Compliance Committee.
The Marubeni Group and Branch Office Compliance Officers are responsible for ensuring compliance within their designated groups or branches.

Compliance Access Points

If you become aware of any conduct that is (or that you suspect may be) contrary to the compliance system, you should report it in accordance with the established lines of your organization. If the usual lines of reporting are not functioning properly for any reason, the following access points (collectively known as “Compliance Access Points”) are available:

(1) Door of Courage

The “Door of Courage” is the Compliance Access Point for general compliance matters. It is available to the directors and employees of our Group Companies. To make a report or seek a consultation using the “Door of Courage”, you may contact any of the below.

  • Compliance Committee
  • Outside legal counsel

(2) Marubeni Anti-Corruption Hotline

The “Marubeni Anti-Corruption Hotline” is the Compliance Access Point for concerns relating to bribery and other serious crimes. It is available to the directors and employees of our Group Companies and our business partners.
For more details, please see the "Anti-Bribery Handbook", which has been distributed to our Group Companies.

Rules on reporting to and consulting with a Compliance Access Point:

  1. In principle, a person filing a report or requesting a consultation should provide his/her name, which shall remain confidential; provided, however, that a report or consultation through the Marubeni Anti-Corruption Hotline can be made anonymously. The outside legal counsel would not disclose the name of the reporter to the Compliance Committee if the reporter would not wish to be disclosed his/her name.
  2. The company guarantees that the reporting person shall not in any way be prejudiced or reprimanded because of his/her decision to honestly report or consult in accordance with the established lines of his/her organization or by use of a Compliance Access Point. For the employees of the Marubeni Group Companies, the Group and Branch Office Compliance Officers shall adequately instruct and supervise the Marubeni Group Companies to guarantee the same protection.
  3. Anyone who believes that the company has not acted in accordance with rule 2) above may consult with the Compliance Committee.
  4. In principle, the Compliance Access Point shall provide the reporter with details of its findings in relation to any matter reported to it and any matter upon which they have been consulted, if such report or consultation is made by a person in one of our Group Companies. However, in some cases this may not be possible.
  5. In principle, the Compliance Committee shall inform the person who is suspected of compliance violations that it has received a report or consultation regarding his/her conduct, if required under the laws and regulations of the country which are applicable to such suspected person.

Procedure to Follow When Problems Arise

When compliance problems arise, the following procedure shall be followed.

  • When a Group or Branch Office Compliance Officer identifies a compliance problem, he/she shall report it immediately to the Compliance Committee.
  • Upon receipt of the report, the Compliance Committee shall instruct the relevant department(s) to investigate the problem and determine an appropriate remedy.
  • If the Chairman of the Compliance Committee considers the problem to be serious, he/she shall report the problem promptly to the President and Audit & Supervisory Board Members.
  • When the problem affects the whole company, the Compliance Committee shall investigate the problem by forming an Investigation Sub-committee and shall propose appropriate remedies including measures to prevent recurrence.

Use of the Compliance Manual

Things to Keep in Mind When Using the Compliance Manual

This manual provides a framework for effective compliance within the Marubeni Group serving as a guideline to standards to be observed by all members of the Marubeni Group in the discharge of their daily operations. If you ever find yourself unsure about which course of action to follow from a compliance point of view, in the first instance you should refer to this manual. Having done so, if you are still unsure you should consult your manager or the relevant departments/sections in charge.

Users

This manual shall be observed by directors and employees of the Marubeni Group as well as those who regularly work at the offices of the Marubeni Group, including part-time or temporary workers, and those working pursuant to outsourcing agreements. Each department shall be responsible for making all relevant workers aware of this Compliance Manual and for ensuring that they comply with its principles. The Marubeni Group referred to in this manual includes consolidated subsidiaries and other Group companies that are regarded as being “important affiliates” by Marubeni Corporation.

Scope of Application

This manual is based on, and supersedes, the Marubeni Corporation Code of Conduct, which was published at the same time as the Marubeni Corporate Principles. This manual only applies to the operations conducted by the Marubeni Group Companies in Japan. Overseas offices are requested to prepare their own manuals based on the same principles but taking into account the laws, customs, and conventions of their countries and areas.

Furthermore, since the Marubeni Group deals in a broad range of goods, services and transaction formats, this manual has been drafted on the assumption that business group or the Marubeni Group Companies shall promptly compile their own detailed manuals in conformity with and complementary to this manual, if necessary.

Measures to Handle Violating Conduct

If you become aware of a violation of this manual, if you are instructed by your superior to act in contravention of this manual, or if you find yourself inadvertently in contravention of this manual, you must not hesitate to report such contravention.

There are no particular corporate regulations to penalize for violation of this manual. Each contravention shall be judged and punished in accordance with the Employment Handbook and other applicable rules.

Matters to be Observed (summary)

Respect Human Rights and Refrain from Any Form of Discrimination, Harassment and the Like

To respect human rights and refrain from any form of discrimination, harassment and the like.

Compliance with Antimonopoly Act and Related Laws and Regulations

Not to engage in private monopoly, unreasonable restraint of trade (cartel) and other unfair trading practices.

Prohibition of Unfair Competition

Not to engage in unfair competition such as manufacturing and selling unlawful merchandise or unlawfully acquiring and using trade secrets.

Compliance with Various Business Laws and Regulations

To obtain licenses and permits necessary to carry out business activities and comply with various business laws and regulations.

Import and Export Procedures

To observe laws, regulations and international treaties relating to international trade and to follow appropriate procedures for import and export.

Security Trade Controls

To observe strict security trade controls for maintenance of international peace and safety and not violate the law or enter into an inappropriate transaction as a global corporation.

Administration of Product Safety

To administer product safety properly in compliance with related laws and regulations in order to secure the safety of the products the company handles.

Laws relating to Intellectual Property Rights

Not to infringe the intellectual property rights of others.

Prohibition on Bribes and Matters relating to the Exchange of Presents and Client Entertainment

Not to provide, propose or promise an illicit benefit to public officials, their equivalents or relatives in Japan or overseas.
Not to aid or conspire with other business entities for any of the above acts.
Not to provide presents or client entertainment to a transaction partner that exceeds the accepted business and societal norms.

Prohibition on Conferring Benefits on Anti-Social Organizations

Not to engage in any activity for the benefit of any anti-social organization, and not to have a relationship with any such organization.

Environmental Protection

To be conscious of our responsibility as good corporate citizens and to use our best efforts to sustain a healthy environment and to act in harmony with the prosperity of society.

Regulation on Insider Dealings

Not to engage in an act which violates insider dealing regulations.

Proper Information Assets Management

To properly manage information assets (including those disclosed from outsiders).

Appropriate Use of Information and Telecommunications Systms

Not to improperly use or damage information and telecommunications systems.

Proper Accounting, Filing of Tax Returns and Disclosure of Company Information

To proceed with accounting, filing of tax returns and disclosure of company information properly.

Prohibition of Acts Constituting Conflicts of Interest

To conduct the business of the company faithfully and to refrain from any acts which constitute conflicts of interest.

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