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Disclosure Policy


CHAPTER 1. GENERAL STATEMENTnt

Article 1. (Purpose)

The purpose of this Policy (hereinafter referred to as “Policy”) is to establish the basic items and other issues relating to Compliance Committee of ASICS Corporation (hereinafter referred to as “ASICS”), its subsidiaries and its affiliates (hereinafter referred to as “Group Companies or Group Company”), which aims to contribute to the enhancement of compliance management.


Article 2. (Definition)

The terms referred to in this Policy are defined as follows;

(1) Compliance

As one of the basic principle of corporate governance, compliance refers to the conduct of corporate activities in accordance with ethics, laws, ASICS policies and rules.

(2) Compliance Violation(s)

An act by a company or individual which (includes the case that act has possibility to be done) violates ethics, laws, ASICS policies and rules.

(3) Compliance Committee

The committee that is established to contribute to the enhancement of compliance management, the development and implementation of policies and measures relating to compliance, taking action against Compliance Violations, and offering education and learning to employees regarding compliance. Further information is detailed in Chapter 2.

(4) Reporting Individual

The person who makes a consultation or report using the whistleblowing system. Further information is detailed in Chapter 3, Article 20.

(5) Consultation(s)

Consultation or report made through the whistleblowing system. Further information is detailed in Chapter 3, Article 21.


Article 3. (Compliance Structure)

1. President and CEO, Representative Director (ASICS) serves as the chief executive of conducting compliance reviews.

2. AISCS sets that Compliance Committee is placed under ASICS Risk Management Committee. ASICS Compliance Committee oversees any and all issues relating to compliance in ASICS and Group Companies (hereinafter referred to as “ASICS Group”).

3. Each division within ASICS accordingly implements activities relating to compliance in order to adhere to the policies of ASICS Compliance Committee.

4. Group Companies accordingly implement activities relating to compliance and set up its own Compliance Committee in order to adhere to the policies of ASICS Compliance Committee.


Article 4. (Whistleblowing System)

ASICS Group implements an internal whistleblowing system. Further information is detailed in Chapter 3.


CHAPTER 2. Comliance Committee

Article 5. (Mission of Compliance Committee)

1.The mission of Compliance Committee is defined below;

(1) To formulate policies and measures pertaining to the compliance and bring up significant items to ASICS Risk Management Committee or to the board of directors of each Group Company for discussion.

(2) To implement the compliance policies, monitor their progress, and suggest areas.

(3) To evaluate findings pertaining to Compliance Violations.

(4) To judge whether additional investigations into Compliance Violation are required, conduct or direct this as necessary, identify the cause, recommend discontinuation, and develop corrective measures to prevent recurrence.

(5) To audit, supervise and give an advice regarding compliance.

(6) To instruct and educate employees to raise awareness of compliance.

2. In addition to the foregoing, the mission of ASICS Compliance Committee is added below;

(1) To make proposals to Group Companies regarding policies and measures pertaining to the compliance and important matters among them.

(2) To make proposals relating to implementation of the compliance policies within Group Companies, monitor their progress, and suggest areas that need to be reviewed or improved.


Article 6. (Organization of Compliance Committee and Appointment of Members)

1. Compliance Committee consists of one chairperson, committee members and one observer.

2. Senior General Manager of Global Legal & Compliance Division serves as the chairperson to oversee activities of Compliance Committee, or the role corresponding to such position serves as the chairperson in Group Companies.

3. Members are Senior General Manager of Global Human Resources & General Affairs Division and General Manager of Internal Audit Department, or the roles corresponding to such positions in Group Companies.

4. A full-time auditor designated by the chairperson serves as an observer or the role corresponding to such position serves as an observer in Group Companies.

5. Compliance Committee members must appreciate the importance of adherence to strict compliance management for ASICS Group, carrying out their responsibilities with sense of ethics.


Article 7. (Holding Compliance Committee)

1. Compliance Committee meetings shall be convened by the chairperson and be held as needed.

2. Compliance Committee comes into effect when more than two-thirds of members are in attendance. Any resolution shall be approved by a majority of the members present, and a tie in votes will be subject to the decision of the chairperson.


Article 8. (Record of Compliance Committee)

Compliance Committee proceedings shall be recorded in the minutes in writing when Compliance Committee was held.


Article 9. (Office of Compliance Committee)

1. The office of Compliance Committee (hereafter referred to as “Compliance Office”) is assigned to Legal Division or similar division in Group Companies.

2. The mission of Compliance Office is as follows;

(1) To coordinate conduct and implementation of any and all issues pertaining to compliance.

(2) To investigate matters regarding compliance, gather and analyze related information.

(3) To do business affairs necessary for Compliance Committee operations.

(4) To report matters and items pertaining to compliance to the chairperson.

3. General Manager of Legal Division or the role corresponding to such General Manager in Group Companies shall serve as compliance officer.

4. Selected members of Legal Division or the roles corresponding to such members in Group Companies shall serve as members of Compliance Office.

5. Compliance Office can request cooperation from related divisions and external experts as often as necessary when conducting an investigation set forth in Article 9.2.


Article 10. (Termination of Duty of Compliance Committee Members or Members of Compliance Office)

When Compliance Committee members or members of Compliance Office fall under any of the following items, their duty shall be terminated.

(1) When he/she is one of the interested parties of a Compliance Violation.

(2) When the direct boss or subordinate of a member is held responsible for a Compliance Violation.


Article 11. (Roles of Each Division)

Each division within ASICS Group shall follow instruction of Compliance Committee or Compliance Office, and perform the following roles;

(1) To clarify, evaluate and review matters pertaining to compliance.

(2) To prepare to respond to matters pertaining to compliance.

(3) To prepare and report plans to handle compliance matters at the instruction of the chairperson of Compliance Committee.

(4) To gather information and consider measures pertaining to compliance at the instruction of the chairperson of Compliance Committee.

(5) To take initiative to offer proactive support towards compliance matters at the instruction of the chairperson of Compliance Committee.


Article 12. (Assessment of Investigation Results)

1. Compliance Committee assesses investigation results when Compliance Violation has been reported.

2. When necessary, Compliance Committee conducts additional investigation, provides instruction to Compliance Office to proceed with additional investigation regarding the report stated in Article 12.1.

3. When an investigation is conducted by ASICS Compliance Committee into a Group Company in accordance with this Article, ASICS Compliance Committee shall report results of the investigation to the representative of such Group Company.


Article 13. (Investigation into Causes)

Compliance Committee investigates the cause when it is revealed that a Compliance Violation is committed.


Article 14. (Recommendation of Suspension)

1. When it is revealed that a Compliance Violation has been committed within ASICS, ASICS Compliance Committee immediately recommends suspension to the violator and his/her supervisor.

2. When it is revealed that Compliance Violation has been committed within a Group Company, such Group Company’s Compliance Committee immediately recommends suspension to the representative of such Group Company.


Article 15. (Reporting to Board of Directors)

1. ASICS Compliance Committee reports to ASICS Risk Management Committee once a year regarding an overview of contents and other significant matters pertaining to compliance.

2. Without waiting for the meeting of ASICS Risk Management Committee, significant matters shall be reported to ASICS’ executive board of directors in accordance with ASICS’ rules and regulations.


Article 16. (Order of Suspension)

When a violator or his/her supervisor does not follow the recommendation of suspension made by ASICS Compliance Committee or applicable Group Company’s Compliance Committee, President and CEO, Representative Director (ASICS) issues an order to suspend Compliance Violation.


Article 17. (Corrective Action)

1. Compliance Committee takes corrective action as soon as a Compliance Violation has been discovered.

2. When a Compliance Violation has been discovered in a Group Company, ASICS Compliance Committee recommends the representative of such Group Company to take corrective action promptly.


Article 18. (Review and Consideration of Measures to Prevent Recurrence)

Compliance Committee considers actions to prevent recurring of Compliance Violation, and share these suggestions with ASICS Risk Management Committee or the representatives of Group Companies.


Article 19. (Feedback to Reporting Individuals)

Having assessed the investigation based on the consultation or report, Compliance Committee provides feedback regarding their findings and measures to be taken to Reporting Individual.


CHAPTER 3. WHISTLEBLOWING SYSTEM

Article 20. (Scope of Reporting)

Those who can use the whistleblowing system shall be subject to the provisions of Global Policy on Protected Disclosure (Whistleblowing).


Article 21. (Scope of Consultation)

Consultation shall be related to Compliance Violation and the details of the content shall be laid down in Global Policy on Protected Disclosure (Whistleblowing).


Article 22. (Prohibition of Unauthorized Use of Whistleblowing)

Reporting Individual must not exploit the whistleblowing system and must not conduct Consultation to make a false report, to slander others or for other unfair purposes.


Article 23. (Duty towards Confidentiality)

1. Members of Compliance Committee and personnel who have access to confidential information pertaining to Reporting Individual must not disclose information to any third parties or use information for purposes other than business required under this Policy. Relevant information includes: name, department, division, details of consultation, other items that became clear in the course of business execution based on this Policy.(Includes but is not limited to investigation, assessment of investigation results, report, penalty within the company)

2. Notwithstanding Article 23.1, it is permitted to disclose details such as name, department, division, details of consultation and other items that became clear in the course of executing business based on this Policy to experts who owe confidentiality obligation, such as lawyers, certified public accountants, tax accountants etc.

3. ASICS Group may dismiss any person liable for committing Compliance Violation defined in Article 23.1.


Article 24. (Protection of Reporting Individual)

Protection of Reporting Individual shall be subject to the provisions of Global Policy on Protected Disclosure (Whistleblowing).


Article 25. (Method of Consultation)

Method of Consultation shall be subject to the provisions of Global Policy on Protected Disclosure (Whistleblowing).


Article 26. (Acceptance)

1. In the whistleblowing system, Consultation is received through the web portal, telephone, e-mail and post.

2. When a person receives Consultation directly, he/she should report to the web portal on behalf of Reporting Individual.

3. When a person receives Consultation via post, he/she should report to the web portal on behalf of Reporting Individual.

4. When a person receives Consultation via e-mail, he/she should report to the web portal on behalf of Reporting Individual.


Article 27. (Investigation)

1. When Compliance Committee receives Consultation, all of Compliance Committee members should discuss and determine the necessity of investigation promptly.

2. Once a decision has been made regarding whether to proceed with an investigation, Compliance Committee should respond promptly to Reporting Individual. This rule does not apply to anonymous Consultations.

3. If, as a result of Consultation under Article 27.1, an investigation is deemed necessary, Compliance Committee appoints the person to led the investigation and proceed with the investigation.

4. In the course of investigation, Compliance Committee may ask assistance for related departments and external experts when necessary.

5. Compliance Committee may perform interviews with Reporting Individuals when necessary. Any interviews must be performed outside company premises in principle, at a time and location most convenient to Reporting Individual, and must be performed before or after working hours or on days off. The interview must never be conducted by a sole individual, therefore must be performed by two or more Compliance Committee members or persons who is appointed by Compliance Committee.

6. If the matters being addressed in Consultation have a significant influence on ASICS Group, ASICS Compliance Committee asks for an investigation by itself or by a person appointed by Compliance Committee members.

7. If Consultation is related to a Group Company, ASICS Compliance Committee should report the result revealed by the investigation in this Article to the representatives of such Group Company.


Article 28. (Assessment of Investigation Result and Correspondence in accordance with Assessment Results)

1. Compliance Committee assesses and considers the investigation results in accordance with Article 27.

2. If Compliance Committee recognizes violation or problems to be improved as a result of assessment in Article 28.1, Compliance Committee takes necessary steps such as further investigations, investigation into cause, recommendation of suspension, implementation or recommendation of the corrective action, consideration or recommendation of measures to prevent recurrence. If Consultation is related to ASICS, then these should be reported to ASICS Risk Management Committee. If Consultation is related to Group Companies, then these should be reported or recommended to the representatives of Group Companies.

3. Compliance Committee promptly conveys the investigation results and measures to be taken to Reporting Individual. This does not apply to anonymous Consultation If it takes a lot of time, Compliance Committee notifies it to Reporting Individual, clarifying the reason.


Article 29. (Internal Disciplinary Action)

If Compliance Violation is revealed, then individuals identified as involved in the violation may be subject to disciplinary action in accordance with Rules of Employment.


Article 30. (Investigation Cooperator)

Each division in ASICS Group should cooperate with Compliance Committee when asked to support investigation related to Consultation.


Article 31. (Consultation Recipients)

Officers and employees of ASICS Group receiving the report and consultations about Compliance Violation from officers or employees (including bosses and co-workers of the person who conduct the report and consultation), must act in good faith in accordance to this Policy.


CHAPTER 4. RESPONSE TO COMPLIANCE

Article 32. (Compliance Audit)

The internal audit department in ASICS Group shall implement a compliance audit as required.


Article 33. (Compliance Education and Training)

In order to ensure that awareness towards compliance is in place, ASICS Group shall provide education and training to employees as necessary.


Article 34. (Improvement of Compliance System)

ASICS Group shall assess the matters reported pertaining to compliance and shall improve the compliance system.


Article 35. (Disclosure of Major Compliance Matters)

ASICS Group shall appropriately disclose major issues and its effort pertaining to compliance in business reports, annual securities reports and other materials.


Article 36. (Correspondence to Crisis)

If Compliance Violation had a significant impact on ASICS' business, ASICS shall take action according to Crisis Management Policy.


Article 37. (Group Companies and Compliance Measures)

Group Companies shall prepare and operate regulations of each Group Company based on this Policy as necessary.