COMPLIANCE

• All directors, officers, and employees shall comply with all domestic and foreign laws and regulations related to our business and the operations they perform. In addition, all officers and employees shall understand and comply with the Compliance Policy and other rules, standards, criteria, and notices established by Minebea to ensure compliance with such laws and regulations.
• All officers and employees who intend to start a new business shall verify whether or not there are any laws and regulations pertaining to the relevant business, and shall comply with the relevant laws and regulations, if any.
• Directors and employees will ensure that procedures for obtaining, submitting, and renewing licenses and permits related to the business under their control are carried out, and will comply with all regulations based on laws and regulations.

• Directors and employees shall properly manage information in accordance with laws, regulations, and company rules pertaining to information management.

• Directors and employees shall respect the copyrights, patents, trade secrets, and other intellectual property rights of customers and other companies, and shall not use them without permission.
• Directors and employees shall use legitimate means to collect information. We will not use or take information about customers or other companies without obtaining their permission.
• Directors and employees shall comply with any agreements they have entered into to license or acquire copyrights, patent rights, trade secrets, or other intellectual property rights of customers or other companies. They shall not use such information for any purpose other than the prescribed purposes.

• Directors and employees will not engage in antisocial transactions (direct or indirect transactions with groups or individuals who pursue economic benefits through unreasonable demands).

• Directors and employees shall not forge documents related to rights and obligations such as contracts and approved documents, nor shall they misuse their seals.

• Officers and employees will make accurate entries in the accounting books and vouchers, and will not engage in fraudulent transactions such as intentionally manipulating costs to be different from the facts.

• Directors and employees shall not engage in any acts that benefit themselves or third parties or cause damage to the Company.

• Directors and employees shall be aware of the importance of establishing a work environment that emphasizes work performance in order to act responsibly and prevent misconduct when conducting business activities, and shall actively work to improve the quality of the work environment in the departments to which they belong.

• Directors and employees shall not engage in any irrational discrimination based on birth, nationality, race, ethnicity, creed, religion, gender, age, disability, hobbies, or educational background. Furthermore, officers and employees shall not engage in human rights abuses such as violence, abuse, slander, defamation, coercion through intimidation, bullying, or other forms of harassment.

• Officers and employees will not engage in sexual harassment or conduct that could be misconstrued as sexual harassment.

 

If it is found that the counterparty falls under any of the following or has made a false declaration based on the exclusion of antisocial forces, all transactions will be suspended or the contract terminated without any notice to the counterparty. In addition, the Company shall assume no responsibility for any damages resulting from such suspension or termination.

1. in the case of being or having been a member of a crime syndicate, a member of a crime syndicate, a person related to a crime syndicate, a group related to a crime syndicate, a person related to a crime syndicate, or other anti-social force (hereinafter “crime syndicate, etc.”), a group engaged in activities against the public welfare, or an actor thereof.
2. if he/she or a third party has interfered with the business of the other party, or has committed an act that is likely to interfere with the other party’s business.
3. uses violent, fraudulent, or threatening words or deeds against the other party by using himself/herself or a third party.
4. In the event that the Participant, by using himself/herself or a third party, defames or threatens to defame the honor, credit, etc. of the other Party.
5. If the Participant, by using himself/herself or a third party, acts or behaves in a manner that is likely to cause the other party to recognize that he/she or the other party is a Boryokudan or other related person.

May 23, 2016 Enacted.

 

We conduct our business under thorough risk management to ensure that we do not engage in funding conflicts, terrorism, human rights violations, or money laundering. Additionally, we take appropriate measures in compliance with the “Act on Prevention of Transfer of Criminal Proceeds,” the “OECD Due Diligence Guidance for Responsible Supply Chains of Minerals from Conflict-Affected and High-Risk Areas,” and other relevant domestic laws. We also collaborate with relevant government agencies to implement effective measures.

Regarding the procurement of materials (such as gold, silver, platinum, and palladium) in the precious metals business, we implement the following measures:

 

1．Compliance with the guidelines listed in Annex II of the “OECD Due Diligence Guidance for Responsible Supply Chains of Minerals from Conflict-Affected and High-Risk Areas”

If we determine that there is a risk of involvement in the following activities within our supply chain, we pledge to suspend the relevant transactions and implement stringent management systems to ensure that we are not directly or indirectly involved in such activities.

• Human rights violations related to the mining, transportation, and trading of minerals
• Direct or indirect support to non-governmental armed groups
• Direct or indirect support to public or private security forces
• Bribery and falsification of mineral origin
• Money laundering
• Non-payment of taxes, fees, and mining royalties to governments

 

2．Identification of high-risk material procurement transactions

We identify high-risk transactions as defined by the “Act on Prevention of Transfer of Criminal Proceeds” and will cease transactions if applicable. Additionally, in accordance with the guidelines of the “OECD Due Diligence Guidance for Responsible Supply Chains of Minerals from Conflict-Affected and High-Risk Areas,” we will not engage in transactions involving materials that we determine to be sourced from conflict-affected or other high-risk areas. (For details, please refer to our Purchase Terms and Conditions.)

 

3．Evaluation of materials and suppliers.

We regularly evaluate precious metal materials and our supply chain, and if we determine that the procurement of precious metal materials is high-risk, we will cease transactions.

 

4．Implementation of education and training

We provide the necessary education and training to all personnel involved in the procurement and management of precious metal materials.

 

5．Monitoring and recording of transactions

We monitor to ensure that the received precious metal materials (such as gold, silver, platinum, and palladium) are consistent with the information obtained from suppliers, and we properly store and manage these records. Additionally, we monitor and record transactions within the supply chain to ensure they are not directly or indirectly involved in high-risk transactions or any criminal activities such as human rights violations or money laundering.

 

6．Conducting due diligence audits of the supply chain by independent third parties

In accordance with the guidelines of the “OECD Due Diligence Guidance for Responsible Supply Chains of Minerals from Conflict-Affected and High-Risk Areas,” we regularly conduct audits by independent third parties to verify the effectiveness of our due diligence practices and management systems.

 

7．Establishment of internal reporting and grievance mechanisms

We establish proper procedures for handling consultations or reports regarding organizational or individual violations of laws and company regulations, aiming for the early detection and correction of misconduct. In dealing with complaints, we develop internal reporting regulations to protect the personal information and confidentiality of the consultees and whistleblowers, and create an appropriate environment to ensure they do not suffer any disadvantages from their consultations or reports.

 

Revised on July 1, 2024.

 

1. Compliance with Laws, Regulations, and Internationally Recognized Standards

 

Our business partners (hereinafter referred to as "Suppliers") shall comply with all legally binding and relevant laws and regulations. This includes all applicable laws ensuring fair competition, current economic sanctions, applicable tax and customs laws and regulations, as well as all applicable laws concerning occupational health and safety and environmental protection.

 

2. Prohibition of Bribery and Corruption

 

Suppliers shall not offer, either directly or indirectly, money, gifts, entertainment, or any other benefits to our employees in connection with the procurement of products or services. In addition, when working with third parties such as consultants or sales intermediaries in transactions with us, Suppliers shall be responsible for taking necessary measures to ensure that such third parties do not engage in similar acts. Furthermore, if any benefits are provided to our employees due to the inadequacy of such measures, we reserve the right to terminate our business relationship with the Supplier.

 

3. Social Requirements and Responsibilities Regarding Environment, Health, and Safety

 

We shall conduct business with Suppliers only when they respect the dignity and human rights of their employees. ‘Employees’ herein refers to all individuals who provide labor for the Supplier based on a contractual relationship.

 

Suppliers shall comply with the following:

 

• Do not employ children who have not reached the minimum legal working age under applicable laws.
• Under no circumstances employ children under the age of 15, unless exceptionally permitted by applicable laws specifically for educational and training purposes.
• Respect the personality, privacy, and personal rights of all individuals.
• Do not engage in employment against the individual’s will, and do not enforce forced labor by retaining identification documents or employment contracts.
• Do not tolerate any unfair treatment of employees, including psychological pressure, sexual harassment, or personal harassment.
• Ensure equal opportunities and equal rights for all employees.
• Pay fair wages and guarantee at least the statutory minimum wage.
• Do not mandate or tolerate excessive working hours that may cause mental or physical fatigue.
• Strictly comply with the applicable statutory maximum working hours under all circumstances.
• Strive to ensure a safe working environment, taking necessary measures especially regarding exposure to hazardous or dangerous substances.
• Strictly comply with statutory requirements regarding occupational safety under all circumstances.
• Recognize the ‘freedom of association’ and do not hinder or restrict the formation or activities of employee groups.
• Ensure that the human rights and dignity of employees are respected when utilizing private security personnel.
• Do not engage in fraudulent or illegal land expropriation, nor profit from such actions.

 

4. Environmental Protection

 

Suppliers shall be responsible for properly complying with all applicable environmental protection laws and regulations, including those governing the handling of chemical substances and waste. In addition, Suppliers shall be responsible for striving to minimize the environmental impact on soil, water, and air, and for engaging in continuous improvement of environmental performance.

 

5. Management System

 

Suppliers must establish appropriate processes and systems to comply with the obligations set forth in Sections 1 through 4 above. Specifically, this shall include mechanisms for promptly identifying human rights-related risks, a system for implementing corrective measures when risks or violations are identified, and continuous initiatives to raise awareness among their own employees.

 

6. Protection of Trade Secrets

 

Suppliers shall be obligated not to disclose or provide to any third party, or improperly use for their own purposes, any commercial or business confidential information regarding us and our business partners without our prior written consent. In this clause, ‘commercial or business confidential information’ refers to documents and information explicitly designated as confidential, as well as all documents and information that we have a legitimate interest in treating as confidential, and which are neither generally available to the public nor publicly known.

 

7. Audits

 

When deemed necessary based on reasonable grounds, we reserve the right to verify the Supplier’s compliance with the principles set forth in this Code of Conduct upon prior written notice. If any deficiencies or violations are found as a result of such verification, we may request the Supplier to promptly implement corrective measures. Circumstances justifying such verification shall include the existence of human rights, labor, environmental, or other risks in a specific industry or country, or cases where the necessity of an audit is objectively recognized based on information provided by a third party or the Supplier itself. Unless otherwise agreed in writing, the scope of the audit shall be limited to the matters set forth in Sections 1 through 6 of this Code of Conduct, and as part of the audit, we may request access, within a reasonable scope, to documents or records evidencing that the Supplier is faithfully fulfilling each of these obligations. In reviewing such documents, utmost consideration shall be given to the protection of the Supplier’s commercial or business secrets, and the audit shall be conducted by our employees or a third party deemed appropriate by us. Furthermore, if we reasonably determine that there is a material failure by the Supplier to fulfill its obligations under Sections 1 through 6 of this Code of Conduct, or a high probability of a material violation, we may, as an exceptional measure, conduct an unannounced audit without prior notice.

 

8. Application to Sub-tier Suppliers and Subcontractors

 

The obligations and responsibilities under this Code of Conduct shall apply equally to all business partners (including sub-tier suppliers and subcontractors) who assist the Supplier in fulfilling its contractual obligations to us. The Supplier shall be responsible for striving to ensure that such related parties properly comply with this Code of Conduct, and shall have the authority to conduct audits to verify their compliance status as necessary.

 

9. Termination of Contract

 

If a Supplier violates any of the obligations set forth in this Code of Conduct, or if it is found that the information provided by the Supplier to us contains material falsehoods, deficiencies, or misleading statements, we reserve the right to immediately and without notice terminate all contracts, agreements, and other arrangements with the Supplier. Furthermore, the Supplier shall be responsible for indemnifying and holding us harmless from any and all claims made against us by third parties arising out of or in connection with such breach of obligation, and for compensating for any damages incurred as a result thereof.