Corporate Governance

Compliance

Basic philosophy

Based on the corporate philosophy of "Be a person needed. Be a company needed," the Adastria Group will develop fair, equitable, and transparent businesses to fulfill its social responsibilities. In addition, as a member of society, all employees will always discipline themselves and act with a high sense of ethics.

Implementation system

1. The Compliance Committee shall deliberate, formulate, and promote important policies regarding compliance with laws, regulations, articles of incorporation, various internal rules, and corporate ethics of each Group company.
2. The company shall establish Group Ethics Standards so that the execution of duties by directors and employees of the Group will comply with laws, regulations, and the articles of incorporation, and fulfill our social responsibilities, and promote the understanding and education regarding the standards.
3. Each director of the Group shall submit a note of confirmation stating that their business execution does not violate laws and regulations, and that they fulfill the duty of care and loyalty, and shall use the content of said confirmation as guidelines for business execution.
4. The company will take measures for early detection and correction of legal violations and other compliance-related issues through the internal whistleblowing system.

Adastria Group Code of Ethics

1. Focus on Customers

1. We value customer opinions and strive to provide high-quality products and services that satisfy our customers.
2. We consider matters from the customer’s point of view, striving to respond impartially and sincerely.

２．Respect for Diversity and Teamwork

1. We recognize diversity and respect the individuality and human rights of each person.
2. We never engage in discrimination based on race, gender, education, age, physical disability, sexual orientation, gender identity, or other attribute.
3. We never engage in sexual harassment, power harassment, or any other form of harassment that may cause discomfort or disadvantage, or may affect the work environment adversely.

３．Compliance and Confidentiality

1. We do not engage in any conduct that violates laws and regulations or deviates　from social rules. We always act with social good sense.　We perform our duties with a proper understanding of and compliance with Company work rules and regulations.
2. We record and report all business information accurately, honestly, and factually. We never submit false or fictitious statements.
3. We manage personal information properly, ensuring no leakage outside the　Company. We do not use personal information for any purpose other than carrying out work operations.
4. We manage confidential information obtained in the course of business in a proper manner, and we do not divulge such information to others.
5. We do not engage in insider trading. Insider trading is an unfair securities transaction conducted using internal information.

４．Fair and Transparent Business Activities

1. We abstain from any and all associations with organized crime or other anti-social forces that threaten the order and safety of civil society. We take a firm stand when confronted by any such groups.
2. We engage in business transactions that are equal, fair, and open to all related parties,including suppliers and partner companies. We never give or accept gifts,entertainment, or other benefits beyond the scope that is accepted commonly as reasonable.

Group Sourcing Policy

In the global development of its multi-brand strategy, Adastria Group believes it is vital to continue seeking change and challenge based on a foundation of good relationships with its business partners.

We shall carry out sourcing activities based on fair and ethical transactions while fulfilling our social responsibilities in order to become a company needed by society that offers quality products and services that satisfy the needs of our customers.

1. Compliance with laws and rules of society

• We shall comply with the purchasing and procurement laws of each country, and act in a socially conscious manner.
• We shall safeguard information on business partners that we obtain during the course of business as confidential information. Furthermore, we shall not infringe upon the intellectual property rights or portrait rights of third parties.
• We shall not exercise a superior position over our business partners and receive or offer gifts, entertainment or benefits that surpass social norms.

2. Ethical and responsible sourcing to increase our corporate value

• We shall fulfill our social responsibility by confirming that compliance, human rights, a safe working environment and environmental conservation are considered for all sourcing transactions.

3. Building a good relationship with our business partners

• We shall respect all our business partners, and build up long-term relationships that encourage development on both sides based on the principle of equal partnerships.
• We shall select our business partners in a fair and ethical manner, while taking into comprehensive consideration their price, supply capacity, quality, delivery time, technical skill, environmental conservation, and approach to human rights and workplace environment issues.

4. Bringing results through mutual interaction

• We shall promote socially responsible sourcing by implementing monitoring with the cooperation of our business partners, and strive for continuous, mutual improvement with our partners.

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