Anti-Bribery and Anti-Corruption Policy

Skylark Group Anti-Bribery and Anti-Corruption Policy

１．Compliance with Laws and Regulations, Prohibition of Bribery, and Thorough Prevention of Corruption.

All officers and employees shall comply with this policy and other related internal regulations and report any non-compliance or potential non-compliance cases through the department in charge of compliance or the internal reporting desk in accordance with internal regulations. The department in charge of compliance shall maintain and operate an organizational structure to prevent bribery and corruption by raising such reports to the Risk and Compliance Committee for consideration.

２．Establishment and Operation of Anti-Bribery and Anti-Corruption Systems.

All officers and employees shall continue to receive education and training on a regular basis to further enhance their ethical awareness towards the prevention of bribery and corruption, and to ensure the proper operation of the anti-bribery and anti-corruption systems.

３．Education and Training

All officers and employees shall continue to receive education and training on a regular basis to further enhance their ethical awareness and to ensure the proper operation of the anti-bribery systems.

４．Audit and Reviewing Systems

All officers and employees will confirm whether the anti-bribery and anti-corruption systems are functioning effectively through regular audits, and based on the results of such audits, continuously review the effectiveness of our anti-bribery and anti-corruption systems including this policy and make improvements as needed.

５．Recording and Storing of Transaction Details

All officers and employees will, under an appropriate internal control system, accurately record approval documents, accounting books and other related documents on expenditures based on factual data, and properly store all related forms and documents, in order to support our compliance with the anti-bribery regulations of each country as well as this policy.

６．Disciplinary Action

Any officer or employee who breaches this policy or related regulations, shall face disciplinary action, and shall be punished appropriately and promptly in accordance with our Employment Regulations.

Scope of Application

All employees of Skylark Group, including officers, full-time employees, and part-time employees.
In addition, the Skylark Group has established procurement guidelines for anti-bribery and fair trade, and promotes thorough compliance and engagement with our suppliers.
* For more details on our policies, please see the page below.

https://corp.skylark.co.jp/en/sustainability/governance/compliance/

Prohibited Acts

• Bribery
  Skylark Group complies with laws and regulations regarding anti-bribery in all countries and regions. We do not engage in any form of bribery, whether direct or indirect, including offering, promising, or providing bribes, or requesting, promising, or receiving bribes from any individual. Regarding entertainment and gifts with customers and business partners, Group establishes internal rules and appropriate approval processes and strives for proper management and operation. Specifically, Group operates guidelines that set upper limits on content and amounts as a socially acceptable range and requires supervisor approval and recording for cases exceeding these standards. In particular, Group prohibits all gifts and entertainment aimed at providing convenience to public officials, regardless of the amount.
• Facilitation Payments
  Facilitation payments refer to small amounts of money or similar benefits paid to public officials for the purpose of smoothing administrative procedures (permits, customs clearance, visa issuance, etc.). Skylark Group strictly prohibits facilitation payments. We do not make or offer such payments even if they are customary in specific countries or regions or are not explicitly prohibited by local laws.
• Anti-competitive Practices
  Skylark Group does not engage in any anti-competitive acts, including cartels and bid-rigging.
• Inappropriate Conflicts of Interest
  Skylark Group prohibits inappropriate acts of conflict of interest that have not undergone prescribed internal procedures. The following are examples of conflicts of interest and are not limited to these: 
  1. Conducting transactions with a company managed by an officer or employee of Skylark Group or their close relatives, such as family or friends.
  2. Employing close relatives, such as family or friends, of officers or employees of Skylark Group or other business partners.
• Insider Trading
  Through our business operations, we may learn important non-public confidential information related to Group, our customers, or business partners. We do not use or share this information for securities trading purposes or for any purpose other than company business.
• Illegal Political Donations
  When making political contributions, Group complies with relevant laws and regulations, refrains from actions that could lead to misunderstandings such as collusion with politics, and strives to build sound and transparent relationships. Furthermore, regarding charitable donations and sponsorships, to prevent them from being used as a means of bribery or corruption, Group ensures thorough internal processes to review and approve their purpose and appropriateness based on internal rules.
• Money Laundering
  Group prohibits money laundering, which is the act of concealing the source of proceeds obtained through illegal means through wire transfers or other methods.
• Procedures for Dealing with Violations and Corrective Measures
  If a violation or suspected violation regarding bribery or corruption occurs, Group will respond promptly according to the following procedures:
  
  • Reporting: After receiving a report through the internal whistleblowing contact point or other channels, the department in charge of compliance immediately begins an investigation into the facts.
  • Investigation and Deliberation: Investigations involving external experts (lawyers, etc.) are conducted as necessary, and the results are reported to the Risk and Compliance Committee.
  • Correction and Disciplinary Action: If a violation is confirmed, strict disciplinary action will be taken against the violator based on employment regulations, and corrective measures will be implemented to prevent recurrence.
  • Feedback: Appropriate feedback regarding the investigation results and response status will be provided to the whistleblower in a timely manner while maintaining confidentiality.

  Risk Assessment

  We conduct annual risk assessments related to bribery and corruption for all Group companies, including overseas subsidiaries. Based on the results of these assessments, we strive to implement appropriate risk management.
  
  

   

  July 24, 2025
  Approved by Group Sustainability Committee