Nichino Group Basic Policy for Prohibition on Bribery

1. Purpose and Scope of Application

The Nichino Group shall comply with the laws and regulations on prohibition on bribery which are applicable in a country or area where the group companies conduct their business including the Japan Unfair Competition Prevention Act, the U.S. Foreign Corrupt Practices Act (US FCPA) and the UK Bribery Act 2010 (the “Bribery Laws and Regulations”) and apply this Basic Policy to all officers and employees of each group companies to prohibit the giving or receipt of a Bribe.

2. Definitions of Terms

  1. “Nichino Group” means a group of companies comprising Nihon Nohyaku Co., Ltd. and companies a majority of whose issued shares are held or the management of which is substantially governed by Nihon Nohyaku Co., Ltd. and the financial and business policy of which may be affected by Nihon Nohyaku Co., Ltd. through personnel, asset or business relationships, etc.
  2. “Civil Servant” includes officers and employees of a state-owned or government-controlled company or corporation in addition to all civil servants, political parties, and candidates for public office.
  3. “Business Partner” means a party with whom the Nichino Group conducts a transaction and includes agents, etc. (persons who provide services such as provision of information or intermediation, agency and mediation of transactions for the Nichino Group, regardless of the designation of the person such as agency, agent or consultant)
  4. “Bribe” means monies and any other profits offered, promised to be offered or given as compensation for professional duties of a Civil Servant or for the purpose of acquiring or keeping business, receiving or keeping business facilities or obtaining an unjust business gain. So-called “facilitation payment (payment for the purpose of facilitating government affairs)” may also be considered to be the giving of a Bribe.
  5. “Policy” means the way of thinking and rules that the officers and employees of each group company must comply with such as the policy, regulations, standards and guidelines of each group company for prohibition on bribery, including this Basic Policy.

3. Matters for Compliance

The Nichino Group shall request that all officers and employees of each group company comply with the following matters.

  1. Prohibition on Bribery
    Officers or employees shall not directly or indirectly offer, promise to offer or give a Bribe to anyone or receive a Bribe.
  2. Understanding of and Compliance with the Bribery Laws and Regulations and Policy for Prevention of Bribery
    Officers and employees shall fully understand and comply with the Bribery Laws and Regulations and the Policy for prevention of bribery.
  3. Appropriate Approval Procedures and Ex-post Facto Confirmation Procedures
    In principle, officers or employees shall not publicly or personally entertain or give a gift to a Civil Servant. However, if they do so exceptionally within the bounds of common sense in light of conventional wisdom, they must follow appropriate approval procedures and also conduct appropriate ex-post facto confirmation (review procedures).
  4. Building of Sound Business Relationship
    Officers and employees shall conduct business only with lawful and reliable Business Partners and add a provision to any agreements with such Business Partner to the effect that bribery is prohibited.
  5. Regular Risk Assessment, Review and Improvement
    Officers and employees shall regularly assess bribery risks and review the Policy, and control for the prevention of bribery, as well as revising and improving it as necessary.
  6. Thorough Records Management
    Officers and employees shall accurately prepare and manage records so that they can show that they comply with the Bribery Laws and Regulations and the Policy for prevention of bribery.
  7. Prompt Report
    If an officer or employee of the Nichino Group or a Business Partner is likely to be in breach of the Bribery Laws and Regulations or the Policy for prevention of bribery, such fact shall be promptly reported so that timely and appropriate measures can be taken.

4. Establishment of this Basic Policy, etc.

This Basic Policy shall come into force on December 24, 2015 and any addition and amendment may be made to this Basic Policy by a resolution of the Board of Directors of Nihon Nohyaku Co., Ltd.