Introduction
Mercari Group is committed to its mission of “Circulate all forms of value to unleash the potential in all people.” The foundation for achieving this mission is the trust of all our stakeholders, and at its core lies our commitment to conducting business with fairness and integrity at all times, regardless of jurisdiction or line of business.
Mercari Group does not tolerate bribery or corruption in any form. In accordance with Mercari Group Code of Conduct, this Policy sets out the standards of conduct to be observed in order to prevent bribery and corruption.
1. Scope of Application
This Policy applies to all officers and employees engaged in Mercari Group’s business, regardless of employment, contractual form, or other arrangements (collectively, “Officers and Employees”). Mercari Group also requires contractors, third parties, and other business partners performing work for Mercari Group (collectively, “Business Partners”) to comply with standards equivalent to those set forth in this Policy.
2. Compliance with Applicable Laws and Regulations
Mercari Group complies with the U.S. Foreign Corrupt Practices Act (FCPA), the UK Bribery Act (UKBA), Japan’s Unfair Competition Prevention Act, and all applicable anti-bribery and anti-corruption laws of any relevant jurisdiction.
3. Standards of Conduct
(1) Prohibition of Bribery
Mercari Group shall not, regardless of who pays or bears the cost, directly or indirectly through a third party, provide, offer, or promise to provide any money, gifts, entertainment, or any other benefit to (i) domestic or foreign public officials and equivalent persons (see Note below) in connection with their duties, or (ii) persons in the private sector in connection with their duties, in each case with Improper Intent (meaning, for the purpose of: obtaining an improper benefit or improper advantage; obtaining or retaining business improperly; or influencing the acts or decisions of public officials; collectively, “Improper Intent”).“Any other benefit” includes the payment of improper commissions or kickbacks for the purpose of obtaining business or maintaining favorable contract terms.
(Note) “domestic or foreign public officials and equivalent persons” includes persons (including those deemed to be public officials under applicable law) engaged in the affairs of the national or local governments of Japan or any other country (including, in the case of other countries, entities equivalent to Japanese local public entities), government-related agencies, entities effectively controlled by a government (such as state-owned enterprises and government-affiliated companies), or international organizations, as well as members and staff of political parties, candidates for public office, and other persons engaged in public duties.
(2) Prohibition of Receiving Bribes
Mercari Group shall not, regardless of who pays or bears the cost, directly or indirectly through a third party, receive, solicit, or promise to receive any money, gifts, entertainment, or any other benefit in connection with the performance of its officers’ or employees’ duties and with Improper Intent.
(3) Prohibition of Facilitation Payments
Mercari Group shall not make facilitation payments under any name or description whatsoever. “Facilitation payments” means unofficial payments made to public officials or equivalent persons, with no basis under applicable law, to expedite or facilitate routine administrative procedures.
(4) Exception for Emergencies
Paragraphs (1) through (3) shall not apply to unavoidable payments made to avoid an imminent threat to life, physical safety, or liberty, and such payments are permitted. The Officer or Employee who makes any such payment shall report such payment to the responsible department immediately after such Officer or Employee has secured their safety.
4. Business Meals, Gifts, and Other Hospitality
Mercari Group shall conduct business meals, gift-giving, and other hospitality in accordance with applicable laws and regulations and separately established guidelines, and shall ensure that such activities remain within the scope of legitimate business purposes, are not lavish or extravagant, and are kept within reasonable limits.
4-2. Procedures for Business Meals, Gifts, and Other Hospitality
In conducting business meals, gift-giving, and other hospitality, Mercari Group shall comply with the procedures required under applicable laws and regulations and separately established guidelines to ensure that such activities are not misconstrued as the provision of benefits with Improper Intent. In particular, expenditures for the benefit of public officials or equivalent persons shall be subject to prior review and approval by the responsible department, and Mercari Group shall ensure fair and honest business activities by strictly maintaining accurate records and submitting reports following such activities.
5. Business Partners and M&A and Investment Targets
In selecting Business Partners and in connection with undertaking M&A transactions or investments, Mercari Group shall conduct prior due diligence on anti-bribery and anti-corruption matters, to the extent commensurate with the relevant risk, and shall appropriately manage bribery and corruption risks.
6. Record-keeping and Retention
Mercari Group shall accurately and fairly record all transactions in its accounting books and records and retain supporting documentation in accordance with separately established rules. Mercari Group shall not permit any off-the-books or false entries of any kind for the purpose of concealing bribes.
7. Employment and Hiring
Our Group shall follow fair and transparent hiring processes. In addition, Our Group shall not provide any preferential treatment whatsoever in hiring for the purpose of obtaining business advantages or other improper benefits.
8. Training
Mercari Group shall regularly provide Officers and Employees with risk-appropriate education and training on anti-bribery and anti-corruption matters for the purpose of promoting understanding and awareness of applicable laws and regulations, this Policy, and related internal rules.
9. Monitoring
Mercari Group shall, as necessary, conduct monitoring and internal audits by the responsible departments for the purpose of confirming compliance with applicable laws and regulations, this Policy, and related internal rules, and verifying the effectiveness of its anti-bribery and anti-corruption framework.
10. Reporting and Response to Violations
Mercari Group shall ensure that, if Officer or Employee of Our Group becomes aware of any actual or suspected violation of applicable laws and regulations, this Policy, or related internal rules, such matter is promptly reported to the responsible department or the internal reporting hotline.