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Code of Conduct

August 2011

I. General Provisions

1. Purposes and Application of the Code of Conduct

  1. WE (*) recognize that the key to enhancing the corporate value of the NEC Group is fulfilling our corporate social responsibility in our day-to-day work. Therefore, WE will faithfully observe the provisions of this NEC Group Code of Conduct (this "Code").
    (*)"WE" means the Officers (including directors, corporate auditors, and certain other personnel) and Employees (including temporary and part-time employees) of NEC Group companies.
  2. This Code shall be applied to the Officers and Employees of each company in the NEC Group subject to the approval of each company's board of directors.

2. Basic Position

  1. WE will comply with all applicable laws, rules, regulations, and in-house regulations, including this Code, in every aspect of our corporate activities at all times. WE will strive to ensure that all corporate activities are in compliance with normal business practices and social ethics.
  2. WE will respect the fundamental human rights of all people in every aspect of our corporate activities. Moreover, WE will not act in such a way that may offend the dignity of any individual or be prejudicial on the grounds of race, beliefs, gender, age, social position, family origin, nationality, ethnicity, religion, or physical or mental handicap.
  3. WE will respect the privacy of individuals, such as customers, business partners, and our Employees.
  4. WE will maintain impartial, fair, and open relationships with all the stakeholders of our company and will conduct business in a fair manner with them.
  5. WE will not take any action pursuing our personal or a third party's interests against our company's legitimate interests.
  6. WE will not carry out any actions whatsoever that may damage the NEC Group's social trust or honor.
  7. WE will establish an effective internal control system and implement it.
  8. WE will accurately and fairly maintain all accounting and other records in accordance with applicable laws, rules, regulations, and in-house regulations, and properly execute our duties. WE will not carry out any unlawful accounting transactions or actions that may cause losses to the NEC Group.
  9. With an awareness of our position as a member of society, WE will always act in accordance with a good social conscience based on high moral and ethical standards.

3. Accountability for Adherence to this Code

  1. WE will act faithfully in compliance with this Code.
  2. The Officers and the Employees who are in a managerial position will provide guidance and supervision to ensure that all their subordinates observe the provisions of this Code.
  3. The divisions concerned in our company will undertake the activities necessary to ensure that the corporate activities are in compliance with this Code, including the formulation of in-house regulations and behavior manuals, promotion of thorough awareness of specific rules to observe, and provision of advice and guidance.
  4. WE recognize that a violation of this Code may result in disciplinary action under and in accordance with applicable laws, rules, regulations, and/or in-house regulations.

4. Compliance Hotline

The Officers and Employees of the NEC Group companies who are aware of acts that are, or that may be, in violation of this Code are encouraged to contact the Compliance Hotline or a similar contact point in each company. The contact points of the Compliance Hotline are designated as a consulting company as well as NEC Corporation. Such Officers and Employees will not be subject to any form of detrimental treatment as a result of their contacting the Compliance Hotline.

5. Establishment and Revision of This Code

  1. The establishment of this Code was decided on by the board of directors of NEC Corporation following deliberations by the Risk Control and Compliance Committee of NEC Corporation.
  2. Each company in the NEC Group may modify this Code based on a decision by its board of directors, provided that the modifications do not contradict this Code.
  3. Any revisions of this Code, if necessary, will be decided by using the same procedures as used to establish the Code.

II. Relations with Society

1. Preservation of the Environment

To preserve the global environment and contribute to building a sustainable society, WE will not only observe all applicable laws and regulations but also constantly reduce any adverse impact on the environment that results from any stage of a product's lifecycle, from materials procurement and manufacturing to distribution, use, recycling, and disposal.

2. Contributions

WE will make contributions only after careful consideration of the necessity and appropriateness while maintaining compliance with applicable laws, rules, and regulations.

3. Political Funds

WE will adhere to applicable laws and regulations, such as laws to regulate money used for political activities and laws to regulate public elections, for all political funds and donations as well as expenditures related to elections and political activities.

4. Prohibition on Involvement in Anti-Social Activities

  1. WE will take determined action against anti-social influences and groups that threaten public order and safety, and all contact with such entities is strictly forbidden.
  2. WE will not involve ourselves in any acts that would promote the activities of anti-social groups.

III. Relations with Customers, Business Partners, and Competitors

1. Product and Service Safety

WE will always focus on customer satisfaction, observe all applicable laws, rules, and regulations, and give full consideration to the quality and safety of our products and services.

2. Free Competition and Fair Commercial Transactions

  1. WE will conduct fair commercial transactions with all business partners based on the principle of free competition and in compliance with anti-trust, competition, and fair trade laws and all other applicable laws, rules, and regulations.
  2. WE will not undertake any action that inhibits free and fair competition, including collusion and cartel formation, nor will WE participate in meetings or in exchanges of information that may limit free competition or engage in any activity that may be construed as doing so.
  3. WE will always keep relations with customers, business partners, and competitors open and fair. In addition, WE will carry out all commercial transactions with integrity by adhering to social ethics.

3. Policies on Transactions with Suppliers of Materials and Services

  1. WE will carry out commercial transactions with suppliers of materials and services, including companies such as advertising agencies in a fair and equal manner while being compliant with applicable laws, rules, regulations, and contracts.
  2. WE will not abuse any superior position that we may have as a customer to cause inappropriate disadvantage to suppliers.
  3. WE will not seek personal gain by accepting any benefits or special convenience in procurement or other purchasing operations.

4. Policies on Transactions with Distributors

  1. WE will carry out commercial transactions with distributors in a fair and equal manner while being compliant with applicable laws, rules, regulations, and contracts.
  2. WE will not take inappropriate or unlawful actions against distributors, including exclusionary measures, discriminatory treatment, and restrictions on their business operations.

5. Policies on Entertainment and Gifts

  1. WE will conduct ourselves with sound business practices and social norms when WE provide or receive entertainment or exchange gifts with business partners or others.
  2. WE will not, under any circumstances, offer bribes to members of the national Diet, heads of regional public organizations, members of prefectural or municipal assemblies, or officials of government agencies or regional public organizations (including personnel of public corporations and other government-affiliated organizations who shall be deemed to be public officials under applicable laws, rules, and regulations). In addition, WE will not provide any benefits to gain unfair business advantage, entertain in a way that could be construed as offering benefits, or offer gifts or any other treatment that lacks justifiable grounds.
  3. WE will not conduct any acts involving foreign officers such as officials of foreign governments or regional public organizations that could be construed as bribery or the provision of benefits to gain an unfair business advantage under any circumstances under applicable laws, rules, and regulations.

6. Policies on Import-Export Transactions

WE will carry out the import and export of products, technology, and services in compliance with all applicable domestic and international laws, rules, regulations, and in-house regulations.

7. Policies on Publicity and Advertising

WE will avoid displays and expressions that are not based on facts or that are misleading for customers with respect to the quality, performance, or specifications of our products or services in publicity, advertising, and other sales-related activities.

IV. Relations with Shareholders and Investors

1. Disclosure of Corporate Information

  1. WE will disclose information such as management policies and business activities to shareholders and investors in accordance with applicable laws, rules, and regulations.
  2. WE will always ensure the accuracy of corporate information made public by our company and will disclose such information in a timely, appropriate, and fair manner with due consideration of the need to protect confidential information.

2. Prohibition of Insider Trading

WE will not use non-public information obtained from the NEC Group or other companies through the execution of our duties or business transactions for the sale or purchase of marketable securities, including the trading of stocks. In addition, WE will not abuse such non-public information to provide any form of benefit or convenience to a third party.

V. Management of Company's Assets and Information

1. Management and Proper Use of Company's Assets

WE will properly manage our company's assets (tangible and intangible) in accordance with in-house regulations and will not use them for private purposes or any other use unrelated to the company's business operations.

2. Handling of Confidential Information

  1. WE will strictly manage our company's confidential information. That is, WE will not disclose or leak such information in a manner that violates the procedures stipulated in in-house regulations, not only during our employment at our company but also after our departure from the company.
  2. WE will not use our company's confidential information improperly or inappropriately for our own benefit, not only during our employment at our company but also after our departure from the company.
  3. WE will not use for any inappropriate purpose information on or held by customers, suppliers, distributors, or other business partners that was obtained through the execution of our duties. Moreover, WE will strictly manage such information so that it is not disclosed or leaked in a manner that violates in-house regulations.
  4. WE will not access or obtain confidential information on or held by customers, suppliers, distributors, other business partners, or competitors by improper means.

3. Handling of Personal Information

WE recognize the importance of protecting personal information. Thus, WE will appropriately obtain, utilize, and provide personal information in accordance with applicable laws, rules, regulations, and in-house regulations. Moreover, WE will take necessary and appropriate security measures for such information so that it is not disclosed, leaked, or causes any damage whatsoever.

4. The Protection and Utilization of Intellectual Property Rights

  1. WE will protect and maintain the intellectual property rights such as patents, utility models, design rights, trademarks, and copyrights that are obtained from our R&D or other intellectual activities and will try to actively utilize them. Any licensing of these rights must be processed in compliance with in-house regulations.
  2. WE will respect and not infringe upon or illegally use the intellectual property rights of third parties.