Alfresa Group Compliance Guidelines

Chapter 1　General Provisions

Purpose

Article 1

The purpose of these Guidelines is to further enhance our corporate value in order for the Alfresa Group (hereinafter referred to as the “Group”) to reliably, safely, and sincerely fulfill its responsibilities to our customers, business partners, employees, shareholders, local communities, and other stakeholders, by realizing “Our Philosophy,” “Our Vision,” and “Our Promises,” which we have established as our Alfresa Group’s Principles.

Our Philosophy
We create and deliver a fresh life for all.

Our Vision
We aim to become a Healthcare Consortium that provides products and services in every health-related field.

Our Promises

• We always provide reliable products and services and strive to enhance customer satisfaction.
• We respect individual characteristics and personalities and strive to maintain and improve a pleasant working environment.
• We raise corporate value as a corporate group operating in the health-related industry.
• We conduct proper trade under fair and free competition.
• We strive to proactively engage with society by providing appropriate information in a timely manner.
• We contribute to local communities through our business operations.
• We strive to protect the global environment.

Definitions

Article 2

The definition of terms in these Guidelines shall be as follows.

1. Compliance
   Compliance is defined as officers and employees complying with laws, internal and external regulations, and social norms, and proactively taking the initiative to fulfill their legal responsibilities and ethical responsibilities expected by society.
2. Group Officers and Employees
   Group officers and employees is defined as all people who work for the Alfresa Group (directors, auditors, executive officers, trustees, advisors, regular employees, contract employees, fixed-term employees, dispatched employees, part-time employees, and persons employed on a temporary basis).

Basic Approach to Compliance

Article 3

1. The Group is committed to fulfilling its responsibilities to its various stakeholders by implementing the Alfresa Group’s Principles as a company operating in areas related to life and health. We believe that compliance is fundamental to our business activities in order for us to fulfill our social responsibility as a company and to raise our corporate value. The Company will continue to promote compliance-based initiatives in order to further raise our corporate value.
2. Group officers and employees, having an awareness of society’s expectations in their strong sense of ethics as well as fair and transparent transactions, comply with laws, internal and external regulations, and social norms, and proactively take the initiative to fulfill their legal responsibilities and ethical responsibilities expected by society.
3. Group officers and employees shall comply with laws, regulations, various guidelines, and various internal rules, and endeavor to execute their duties accurately and promptly.
4. Group officers and employees who have executed employment contracts with the Group companies shall be particularly aware of and comply with the service provisions stipulated in employment regulations.
5. Group officers and employees who are managers, shall fully understand their responsibilities and actively guide and train subordinates in accordance with these Guidelines.

Whistleblowing

Article 4

Group officers and employees act in accordance with these Guidelines, and notify or consult with their superiors if unsure how to act. If it is difficult to report to or consult with a superior, Group officers and employees may contact the Compliance Consulting Office or the Group Compliance Consulting Office.

Positioning of These Guidelines

Article 5

These Guidelines form the Group’s basic principles with respect to compliance.

Scope of Application

Article 6

These Guidelines apply to the officers and employees of each Group company.

Chapter 2　Relationship with Stakeholders

Section 1　Relationships Principally with Business Partners and Customers

Free and Fair Competition

Article 7

1. The Group must not engage in any conduct that violates or is suspected of violating the Act on Prohibition of Private Monopolization and Maintenance of Fair Trade (Anti-Monopoly Act), including cartels and bid rigging.
2. Group officers and employees shall report to and consult with the department specialized in compliance at each company or the Anti-monopoly Act Consultation Office in advance if in doubt about a decision in terms of the Anti-monopoly Act.

Prohibition of Abuse of Superior Bargaining Positions When Outsourcing

Article 8

If the Group is a parent company defined in the Act against Delay in Payment of Subcontract Proceeds, etc. to Subcontractors (Subcontracting Act), the Group complies with the obligations stipulated in the Subcontracting Act and these Guidelines.

Prohibition of Provision of Unjustifiable Premiums and Prohibition of Misleading Representations

Article 9

The Group complies with the Act against Unjustifiable Premiums and Misleading Representations and the Fair Competition Code to eliminate unfair competition.

Entertaining and Exchanging Gifts

Article 10

1. The Group engages in entertaining and gift giving with business partners within the scope of socially accepted norms. If the Group is on the receiving end of entertaining or gifts, such entertaining and gifts shall be within the scope of socially accepted norms.
2. The Group does not provide money or other benefits to public employees, etc. (including foreign public employees, etc.) in order to obtain undue business advantage or in return for business favors.

Compliance with Guidelines, etc.

Article 11

The Group complies with all laws and regulations, etc. that apply in relation to the execution of business as well as various rules such as guidelines related to business operations.

Safety and Quality of Products and Services

Article 12

The Group contributes to society by supplying customers and clients with high-quality and stable products and services that are always reliable and trustworthy.

Compliance with Laws and Regulations, etc. Relating to Imports and Exports

Article 13

The Group shall comply with laws, regulations, and international treaties, etc. relating to imports and exports, and undertakes appropriate import and export procedures.

Section 2　Relationships Principally with Society

Prohibition of Insider Trading

Article 14

The Group does not allow insider trading. In the event of becoming aware of inside information about their company, an affiliated company, or a business partner, Group officers and employees must not trade that company’s shares or bonds or divulge such information to others until such information is officially disclosed. Group officers and employees must not engage in acts that might arouse suspicions.

Timely and Appropriate Information Disclosure

Article 15

The Group endeavors to timely and appropriately disclose information on the Group companies’ management situation and business activities to stakeholders.

Appropriate Accounting Procedures

Article 16

The Group accurately prepares financial statements. The Group must not engage in false accounting or window dressing.

Compliance with Traffic Rules

Article 17

The Group complies with traffic rules and endeavor to drive safely. Group officers and employees must comply with rules and manners when driving and must not cause a nuisance.

Blocking Relations with Anti-Social Forces

Article 18

The Group blocks all relations with anti-social forces and resolutely eliminates anti-social forces.

Political Contributions and Donations to Organizations

Article 19

The Group maintains healthy and moderate relationships with politicians and political organizations and refrains from conduct that could be misconstrued as collusion.

Environmental Consciousness

Article 20

The Group not only complies with environmental laws and regulations, etc. in accordance with the Alfresa Group’s Environmental Policy, but also actively contributes to reducing the Group’s environmental impact and resolving environmental issues.

Respect for Human Rights

Article 21

The Group protects the human rights of all people involved in its business activities and respects the dignity and value of each individual, in accordance with the Alfresa Group’s Human Right Policy.

Appropriate Use and Prohibition of Infringement of Intellectual Property

Article 22

The Group appropriately uses and endeavors to preserve intellectual property owned by the Group companies. Moreover, the Group endeavors to avoid infringing intellectual property owned by third parties.

Section 3　Relationships Principally with Companies

Execution of Business in Compliance with Applicable Laws, Regulations, and Internal Rules

Article 23

Group officers and employees perform their duties sincerely in accordance with the various obligations stipulated in employment regulations, etc. Group officers and employees maintain a relationship of trust with Group companies and do not engage in any treasonous acts or acts that infringe on Group companies’ interests.

Proper Use of Company Assets

Article 24

Group officers and employees treat company assets carefully and manage assets properly.

Proper Management and Use of Confidential Information

Article 25

The Group properly manages trade secrets so that trade secrets are not leaked outside Group companies. The Group does not acquire or use other companies’ trade secrets by improper means. Moreover, the Group does not use information, etc. that may have been acquired by improper means.

Information Security

Article 26

The Group implements appropriate information security measures to ensure the safe and secure use of personal computers and the Internet.

Use of Social Media

Article 27

Group officers and employees do not post inappropriate information on social media, such as information that defames or causes a nuisance to others.

Section 4　Relationships Principally with Officers and Employees

Ensuring Health and Safety

Article 28

The Group ensures that all workplace environments are safe and pleasant, prevent industrial accidents, and strives to stimulate the workplace.

Efficient Working Styles

Article 29

The Group takes care to conduct business in systematically and efficiently, and provides appropriate management and support for officers and employees to achieve their goals. The Group does not force officers and employees to work long hours unnecessarily and ensures officers and employees take annual paid leave.

Respect for Diversity and Prohibition of Discrimination and Harassment

Article 30

1. The Group respects the diversity of its officers and employees in accordance with the Alfresa Group’s Diversity Policy.
2. The Group treats officers and employees fairly, without discriminating on the basis of race, nationality, religion, gender, sexual orientation or gender identity, age, social status, disability or disease/injury, or physical characteristics. The Group does not permit any form of harassment.

Protection of Personal Information and Privacy

Article 31

1. The Group handles personal information appropriately in accordance with personal information protection laws and regulations, and prevents leaks of personal information to external parties.
2. Group officers and employees strive to protect the privacy of fellow officers and employees.

Chapter 3　Other Matters

Promotion Structure

Article 32

The Group promotes compliance through the Compliance and Risk Management Committee (hereinafter referred to as “the Committee”), which is composed of the responsible persons from each Group company, and other meeting bodies established by each company.

Reporting System

Article 33

The Group shall enhance the effectiveness of compliance by the Committee annually verifying efforts by each company’s compliance department and reporting the details to the Board of Directors.

Compliance Handbook

Article 34

The Group develops a Compliance Handbook based on these Guidelines to familiarize, educate, and train Group officers and employees, and periodically reviews and update its content.

Supplementary Provisions

Amendment and Abolition

Article 35

The amendment or abolition of these Guidelines shall be determined by a resolution of the Board of Directors.

Date of Implementation

Article 36

These Guidelines are established and implemented on May 1, 2022.