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Cybernet Group Compliance Policy Guidelines

Key compliance issues
As a company
As an employee
October, 2015

Introduction

All Cybernet Group executives and employees are required to promote compliance operations based on a rigorous ethical perspective, including compliance with national and international laws and regulations and a strong respect for cultures and customs.
The Cybernet Group is committed to operating in full compliance with ethical standards, based on a keen awareness of its social responsibilities, including its responsibilities to ensure regulatory adherence across a wide range of business activities.
Our corporate pledge is to adhere to these policy guidelines and to all applicable laws and regulations to instill an ever-more ethically-conscious culture among all employees, regardless of position or duties.

Scope of Policy Guidelines

These Policy Guidelines stipulates the policies that must be met with by all Cybernet Group executives and employees.
In these policy guidelines, “Cybernet Group” refers to the following companies:

  1. Cybernet Systems Co., Ltd.
  2. Companies in which Cybernet Systems Co., Ltd. holds a majority of outstanding shares.
  3. Other companies for which these guidelines have been determined to apply by the Cybernet board of directors.

Revision of these policy guidelines requires approval by the Cybernet Systems board of directors. All Cybernet Group companies shall approve these policy guidelines by their board of directors and ensure their familiarity by all executives and employees.

<Policy Guidelines>

I. With Respect to Customers

We pledge to engage in business with all customers fairly and transparently in compliance with laws and their ethos.
We recognize that the concept of “company profits first” is not adequate justification for the pursuit of profits through improper means and that company profits must ultimately be based on fair and transparent business practices.

  1. Confidentiality
    Customer confidentiality is our key responsibility.
  2. Accountability
    All necessary information will be disclosed to customers when we provide products and services to ensure that customers fully understand all attendant issues.
  3. Acting in Good Faith
    Inquiries from customers are to be handled in good faith.
  4. Eliminating Collusive Relationships with Customers
    Refrain from any involvement in relationships with specific customers that may be interpreted as collusive.
  5. Eliminating Preferential Dealing
    Refrain from preferential dealings, which distort the fair deal by personal stake.

II.Clients and Organizations other than Customers

In order for us to ensure fair business dealings, we will take all necessary steps to ensure that our relations with suppliers, regulatory agencies, and other organizations and individuals with whom we do business are fair and transparent.

  1. Fair Selection of Clients
    The selection of clients (suppliers) shall be carried out fairly to ensure fair business opportunities to organizations hoping to do business with us.
  2. Prohibition of Excessive Gift-giving and Entertainment
    Refrain from receiving or providing gifts or entertainment exceeding common-sense levels.
  3. Dealings Involving Other Benefits
    Refuse any offers of monetary or other business benefits.
  4. Prohibition of Kickbacks
    Reject kickbacks from any of our business clients.
  5. Honest, Ethical Relationships with Civil Servants
    Strive to maintain honest, ethical relationships with civil servants.

III.With Respect to Investors

We pledge to engage in business using valuable resources received from investors such as shareholders.
This means that we have an obligation to investors to engage in business prudently and efficiently and to explain business details accurately.
To meet these responsibilities, we will actively promote the disclosure of appropriate financial reports and internal audits.

  1. Improving Corporate Value
    In order to contribute to shareholder income, enhance stable, sustained corporate growth and improved corporate value.
  2. Disclosure
    Disclose key business information to investors in an accurate and timely manner to permit well-informed investment decision-making.
  3. Accurate Records
    Maintain accurate records, recognizing that accurate records are essential for full disclosure.
  4. Importance of Internal Audits
    Promote the sophistication of internal auditing systems to protect investors’ profits.

IV.Social Obligations

We pledge to recognize our legal, social and moral responsibilities to all interested parties, in addition to customers, clients, and investors.
We recognize in particular compliance with laws and regulations based on social consensus as a fundamental responsibility.

  1. Compliance with Act on Prohibition of Private Monopolization and Maintenance of Fair Trade
    Strive to ensure fair and free market competition between competing businesses and to comply with all national and international laws related to the prohibition of monopolies and fair trade and competition.
  2. Compliance with Regulations on Preventing Insider Trading
    Make every effort to fully grasp regulations concerning insider trading and to comply rigorously with all such national and international laws.
  3. Compliance with Tax Regulations
    Fulfill our obligations to pay taxes in accordance with applicable laws.
  4. Respect for Intellectual Property Rights
    Respect all rights and properties belonging to other parties, including intellectual property rights, and likewise protect our company’s own rights and property.
  5. Compliance with Export Regulations
    Comply with all foreign currency exchange, foreign trade laws (Foreign Exchange and Foreign Trade Act, and export regulations established within individual countries.
  6. Ban on any relations with Anti-social Forces
    Confront adamantly against anti-social forces and ban on any relations, including transaction with them.
  7. Response to Problems Occurring within the Company
    Violations or suspected violations of laws by employees shall be dealt with promptly and equitably.
  8. Social and Environmental Considerations
    Seek to expand in symbiosis with society, showing consideration for the environment.

V.Creating a More Attractive Corporate Culture and Working Environment

As individuals, strive to create an even more hospitable and productive corporate culture and working environment.

  1. Prohibition against Discrimination
    Refrain from engaging in discrimination of any kind.
  2. Prohibition of Coercion, including Sexual Harassment
    Refrain from any actions involving coercion, including sexual harassment, power harassment (bullying) or any other harassment.
  3. Protection of Privacy
    Personal information held by the company shall be strictly managed and shall not be used for any unauthorized purposes.

VI.Code of Conduct as a Member of the Organization

We have a responsibility to act to further Company profitability.
We pledge to therefore never act in a way that may harm the company to the advantage of oneself or third parties and shall never use tangible or intangible company property for personal use.

  1. Compliance with In-house Rules
    Carry out our duties faithfully, in full compliance with company regulations.
  2. Prohibition of Actions Incompatible with Profit
    Avoid acting in ways that place self gain ahead of company gain.
  3. Appropriate management of Company Property
    Manage company properties appropriately, not to use the other than business purpose such as diverting to private usages.
  4. Precautions Concerning Internet and Social Media Use
    Use the Internet and Social Media in compliance with applicable regulations and guidelines.
  5. Fair Accounting Processing
    Process accounting in accordance with accounting standards which is based on related laws, regulations, and the accounting standard which is generally accepted as fair and appropriate .
  6. Control of Confidential Information
    Strictly control all confidential, such as customer information and trade secrets, gained through the undertaking of our duties and to prevent their inadvertent release outside the company.
  7. Participation in Political or Religious Activities
    Any participation in political or religious activities shall be as an individual and not as a company representative.
  8. External Affairs
    Company-related information shall be officially released through the Public Relation, or other related Department.