Nippon Signal Group Philosophy
Our Mission
We help realize a more secure and comfortable society through superior technologies that provide safety and reliability.
Our Vision
We strive to become a global company by pursuing world-leading technologies with ingenuity and passion to inspire our customers’ Kando.*
* Kando is a Japanese word that describes the sense of awe and the emotion you feel when experiencing something beautiful and amazing for the first time. It is the moment when your expectations are exceeded – you feel Kando.
Our Values
1.Emphasize “safety and reliability” above all.
……………Mono-zukuri (manufacturing)
2.Strive to improve customer value by taking the customer’s perspective.
……………Koto-zukuri (business)
3.Take on challenges for your own growth.
……………Hito-zukuri (education)
4.Preserve the environment and contribute to the development of local communities.
……………Machi-zukuri (CSR)
5.Have dreams and share them.
……………Michi-zukuri (creation of the future)
Our Code of Conduct: Six Commitments
1.Working for Customers’ Kando
We provide safe, high-quality products and superior services that exceed our customers’ expectations.
2.Fair Corporate Activities
We conduct proper transactions based on fair, transparent and free competition.
3.Proper Information Disclosure and Communication with Society
In addition to communicating with stakeholders, we interact extensively with the public, and disclose proper company information actively and timely.
4.Respect for Human Rights and Creation of a Good Working Environment
We respect employee diversity, character and personality, and create a positive and sound working environment that is rewarding for all employees. We also support employee self-actualization through business activities.
5.Environmental Protection and Proactive Social Contribution Activities
We aim to create environmentally friendly products and services in which corporate activities and environmental protection coexist, and proactively conduct social contribution activities as a member of local communities and society.
6.Proper Management of Company Assets and Information
We handle company assets properly and thoroughly protect and manage individual, customer and other types of information.
Our Code of Conduct
1.Working for Customers’ Kando
We provide safe, high-quality products and superior services that exceed our customers’ expectations.
1-1. We will take the perspective of our customers and users at all times to develop and provide products and services that uncover market needs.
1-2. We will take our customers’ demands and complaints seriously and respond to them promptly and honestly.
1-3. We will establish management cycles to maintain and improve product quality.
1-4. We will constantly study to enhance and improve our technological capabilities.
2.Fair Corporate Activities
We conduct proper transactions based on fair, transparent and free competition.
2-1. In all situations where we do business, we will strictly observe the relevant laws and regulations of Japan and other countries and internal company regulations, including this Code of Conduct. We will strive to comply with normal business practices and social ethics in all business activities.
2-2. We will conduct fair transactions with all business partners in compliance with the competition laws of each country, based on the “Nippon Signal Group Global Policy on Compliance with Competition Laws” (Attachment 1).
2-3. We will deal with suppliers from a standpoint of equality and fairness at all times, and conduct honest transactions in accordance with the relevant laws and regulations and contracts.
2-4. With regard to entertaining business partners and giving or receiving gifts, we will act in line with sound commercial practices and social common sense.
2-5. In relation to procurement and similar duties, we will not seek individual gain, such as receiving profit or advantage.
2-6. With regard to political funds and donation, elections and political activities, we will observe the Political Funds Control Act, the Public Offices Election Act and other related laws of Japan, and the applicable local laws and regulations in other countries.
2-7. We will reject any bribery of civil servants and conduct business activities with integrity based on the “Nippon Signal Group Global Policy on Prevention of Bribery and Corrupt Practices” (Attachment 2).
2-8. With regard to the import and export of products, technologies and other items, we will observe regulations under Foreign Exchange and Foreign Trade Act and other related laws of Japan and other countries.
2-9. We will resolutely confront and thoroughly cut off all relations with antisocial forces and groups that disrupt the order and safety of civil society.
3.Proper Information Disclosure and Communication with Society
In addition to communicating with stakeholders, we interact extensively with the public, and disclose proper company information actively and timely.
3-1. We will disclose information that is useful to a wide range of stakeholders in a timely and appropriate fashion.
3-2. We will promote communication with our shareholders and investors through general meetings of shareholders and investor relations (IR) activities.
3-3. We will be thorough in setting up organizations and providing training to prevent insider transactions.
3-4. We will prepare all records and reports, including our accounts and financial records, accurately and fairly, and will not engage in conduct that results in inaccurate records. We will also prepare our various tax returns properly based on the relevant laws.
4.Respect for Human Rights and Creation of a Good Working Environment
We respect employee diversity, character and personality, and create a positive and sound working environment that is rewarding for all employees. We also support employee self-actualization through business activities.
4-1. In all situations where we do business, we will respect basic human rights. We will not engage in conduct that harms individual dignity or unfair discrimination on the basis of factors such as race, creed, gender, age, education, social class, family origin, nationality, ethnic group, religion or disability.
4-2. We will maintain a healthy, safe and productive working environment and support the promotion of employees’ health.
4-3. We will respect the personality of employees and work to enhance human resource and compensation systems that allow diverse human capital to display their abilities.
4-4. We will respect the privacy of individuals, including customers, business partners and employees. We will not engage in sexual harassment, power harassment or other conduct that infringes on human rights.
4-5. As a member of the international community, we will not have involvement whatsoever with forced labor or child labor.
5.Environmental Protection and Proactive Social Contribution Activities
We aim to create environmentally friendly products and services in which corporate activities and environmental protection coexist, and proactively conduct social contribution activities as a member of local communities and society.
5-1. In addition to observing laws and various regulations related to the environment, we will strive to reduce the environmental impact of our products throughout their life cycle from development to disposal.
5-2. We will fulfill our role as a member of society by working to coordinate and cooperate with a wide range of stakeholders including local communities, governments and international organizations.
5-3. We will support our employees’ voluntary participation in social contribution activities.
6.Proper Management of Company Assets and Information
We handle company assets properly and thoroughly protect and manage individual, customer and other types of information.
6-1. We will properly manage company assets (tangible and intangible assets) in accordance with internal rules and other regulations, and will not use them for purposes other than business.
6-2. We will not use any confidential information of customers, suppliers or other transaction partners acquired in the course of business for any purpose other than its rightful purpose. We will strictly manage such information in accordance with the contract with such transaction partner (in cases where there is no related contract, with the same or greater duty of care as confidential information of the company) so that it is not disclosed or leaked.
6-3. We will recognize the importance of protecting personal information, and we will appropriately collect, use and provide personal information in accordance with relevant laws and internal rules. In addition, by taking the necessary and appropriate security measures, we will strive to prevent or correct the leakage, loss or damage of personal information.
6-4. We will strictly manage the confidential information of the Nippon Signal Group and we will not disclose it without the consent of the company, leak it or use it unlawfully or unfairly, whether while employed or after retirement. Confidential information includes, but is not limited to, information related to management, customers, sales, technologies, personnel and accounting.
6-5. We will strive to protect, maintain and proactively utilize intellectual property rights (patents, utility model rights, registered designs, trademark rights, copyrights, etc.) that are the result of intellectual activities such as research and development.
6-6. We will strive to protect, maintain and proactively utilize intellectual property rights (patents, utility model rights, registered designs, trademark rights, copyrights, etc.) that are the result of intellectual activities such as research and development.
6-7. We will respect the lawful intellectual property rights of third parties, and will not infringe them or use them unlawfully.
Supplementary Provisions
1.Intent and Scope of Application
This Code of Conduct expresses the principles for how each person in the Nippon Signal Group should act in the course of daily work to realize the “safety and reliability” of Our Mission.
This Code of Conduct applies to all officers and employees (including all people who work for the Nippon Signal Group, such as specially engaged and temporary employees, contract employees, part-time employees and temp agency staff ) of the Nippon Signal Group. Each company of the Nippon Signal Group shall establish or revise this Code of Conduct (including possible future revised versions) as its own code of conduct and take appropriate measures to ensure that all officers and employees of the company understand this Code of Conduct.
Each company may also establish a code of conduct unique to that company that includes the content of this Code of Conduct. Such unique code of conduct may alter the content of this Code of Conduct depending on the laws, regulations and social customs of its respective country or region, or the specifics of its respective business, or it may add provisions that are not in this Code of Conduct. However, any provision in such unique code of conduct must not be inconsistent with this Code of Conduct or less strict in its content.
2.Responsibility of Top Management
For thorough enforcement of this Code of Conduct, the officers of each company of the Nippon Signal Group shall make this Code of Conduct thoroughly known within their companies, in addition to providing an example through their leadership.When matters arise contrary to this Code of Conduct, they shall promptly investigate the causes, work to prevent a recurrence and make responsibility clear.
3.Compliance Hotline
Persons who become aware of conduct that violates or is likely to violate this Code of Conduct are requested to promptly consult with their superior, the compliance hotline of Nippon Signal Co., Ltd., or the consultation/reporting hotlines of the various companies. No company of the Nippon Signal Group shall treat a person who makes a consultation disadvantageously as a result of making such consultation.
4.Punishment
Conduct in violation of this Code of Conduct shall be subject to punishment in accordance with related laws, the company’s rules of employment or other rules.
Attachment 1: Nippon Signal Group Global Policy on Compliance with Competition Laws
1.Background
In recent years, regulations related to competition laws have been strengthened in many countries, including developing countries. Authorities around the world are cooperating across national borders against violations of competition laws and proactively conducting investigations and prosecutions. When competition laws are violated, corporations are subject to large fines, the individuals involved are sentenced to imprisonment, and it can also lead to a civil suit. As a matter of course, the Nippon Signal Group has been working to position compliance with competition laws as an important management issue due to the nature of its business, the circumstances of having received a Surcharge Payment Order in the past, and other factors. However, with the progress of globalization of its businesses, it is necessary to work once again for thorough compliance with competition laws throughout the Nippon Signal Group.
2.Relationship with Competitors
There are frequent opportunities to come in contact with competitors at forums, seminars, workshops, industry study groups, meetings of standards organizations, exhibitions and other gatherings, and they are very useful in business. However, at the same time these contacts have a potential risk in terms of competition laws as situations for information exchange for purposes that are not proper in the course of business.
Moreover, even if such information exchange is not conducted, repeated contact with competitors has the danger of appearing to be improper conduct. Examples of such contact are as follows.
・Informal meetings, assemblies with competitors, courtesy calls to or from competitors
・Repeated social interaction with competitors (golf, dining, social clubs, etc.)
・Direct contact via e-mail, telephone, etc.
3.Declaration and Compliance Rules
The Nippon Signal Group declares anew that it complies with competition laws that may be applicable in the countries and regions where it conducts business, and thoroughly enforces the following rules among all Nippon Signal Group officers and employees.
(1) Limit contact with competitors to the minimum required after sufficiently examining the legitimacy of its purpose, obtain approval from a superior before attendance, and prepare a record and make a report to the superior after attendance.
(2) When conducting business activities, do not make the following arrangements with competitors.
・Agreement of order price or sales price
・Agreement of minimum price
・Agreement of markup percentage (simultaneous increases with other companies in the same industry, etc.)
・Establishment of a common price calculation method
・Setting territories, such as allocation of customers or sales regions
・Limitation of product type, quality or specifications (production to shorten product life, etc.)
(3) When bidding, do not determine prospective bidders or their selection method through the following types of discussions with competitors.
・Adjustment of bid prices
・Under-the-table payoffs to other participants in bidding
・Requests or coercion to participate in bid rigging
・Minimum bid price or each party’s share of the bid
・Information exchange on desire to obtain orders, results of related projects, etc.
・Information exchange on receipt of designation in a private tender or planned participation in bidding, etc.
・In the case of planned participation in bidding for a joint venture, provision of information on the formation of the joint venture to companies other than the joint venture
(4) When approached with a discussion of the types in 3.(2) and 3.(3) above, act as follows.
・Clearly state that you cannot attend this sort of gathering due to the Nippon Signal Group’s prohibition on attendance at discussions regarding cartels and bid rigging, and withdraw from the discussion.
・If there are minutes of the proceedings of the gathering, have your withdrawal and reasons for withdrawal, etc., entered into the minutes.
・After withdrawing, immediately report that you have done so to your superior and compliance supervisor.
Note: Even when attending a meeting with no expectation that such matters will be discussed, take sufficient care when faced the topic of cartels or bid rigging in an unexpected form, because you may seem to have agreed unless you clearly express your opposing opinion through your behavior.
Attachment 2: Nippon Signal Group Global Policy on Prevention of Bribery and Corrupt Practices
1.Background
In recent years, laws and regulations related to the prevention of bribery and corrupt practices have been strengthened internationally, and exposure has become more stringent.
The Nippon Signal Group has heretofore conducted management and business operation grounded on compliance. However, in consideration of the recent conditions of progress of the globalization of its business, the strengthening of laws and regulations related to bribery and corrupt practices, and more stringent exposure, it is necessary to further strengthen the response to bribery risk throughout the Nippon Signal Group.
2.Definitions
(1) “Government official” includes all government officials, political parties and candidates for public office, as well as companies that are state-owned or under government control (examples include employees and officers of stateowned banks, physicians and researchers at national hospitals, engineers and other employees of state-owned railway companies, etc.).
(2) “Agent” means a person who conducts transactions as an intermediary or who mediates or intercedes in transactions on behalf of the Nippon Signal Group.
(3) “Transaction partner” means a party with whom the Nippon Signal Group conducts a transaction.
(4) “Bribery” means providing value of any kind to a Government official or other party for the purpose of obtaining or maintaining business or acquiring an unfair benefit, and also applies to facilitation payments (payments to “grease” government business).
(5) “Policy” means the approaches and rules with which the officers and employees of the Nippon Signal Group must comply, including this Nippon Signal Group Global Policy on Prevention of Bribery and Corrupt Practices and other principles, rules, standards and guidelines, etc., related to the prohibition of bribery in the Nippon Signal Group.
3.Declaration and Compliance Rules
The Nippon Signal Group declares anew that it complies with laws and regulations related to the prohibition of bribery that may be applicable in the countries and regions where it conducts business, including the Foreign Corrupt Practices Act of the United States, the Bribery Act of the United Kingdom, the Anti-Unfair Competition Law of the People’s Republic of China and the Unfair Competition Prevention Act of Japan, prohibits the acceptance or payment of bribes (Bribery) and maintains accurate records of transactions involving the Nippon Signal Group. Moreover, to eliminate bribery in business involving the Nippon Signal Group and ensure upright execution of business, the Nippon Signal Group requires that parties conducting business or a portion of its business on its behalf and its Transaction partners to comply with these laws and regulations concerning the prohibition of bribery.
The Nippon Signal Group requires the following from all of its officers, employees, Agents and Transaction partners.
(1) Prohibition of Briber
Do not provide, offer or promise bribes (Bribery) to anyone, directly or indirectly, and do not receive bribes (Bribery).
(2) Appropriate Procedures for Approval and Follow-Up Confirmation
Make payments to Government officials in conformity with the appropriate approval procedure and conduct the appropriate follow-up confirmation (review process).
(3) Understanding of and Compliance with Anti-Bribery Regulations and the Nippon Signal Group Policy
Through training and other measures, fully understand and comply with laws and regulations concerning bribery and the Policy, and also declare your compliance.
(4) Performance of Due Diligence Examination for Agents and Transaction
Partners, and Introduction of a Clause Prohibiting Bribery Conduct business only with Agents and Transaction partners who are legitimate and above suspicion, carry out appropriate due diligence procedures before conducting business with these parties, and strive to introduce a clause prohibiting bribery in contracts with these parties.
(5) Perform Regular Risk Assessment
Regularly assess the bribery risks of Group companies.
(6) Preservation of Records and Maintenance of Financial Control
Preserve records and maintain financial control so that they show conformity with laws and regulations concerning bribery and the Policy.
(7) Regular Review and Improvement
Regularly review the Policy and controls for preventing bribery, and revise and improve them as necessary.
(8) Prompt Reporting
If any Nippon Signal Group officer, employee, Agent or Transaction partner suspects a violation of anti-bribery regulations or the Policy, report it promptly so that timely and appropriate measures can be taken.
