NSSOL Group Global Code of Business Conduct
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Global Code of Business Conduct / A Message from the President
In line with our purpose of “dream our future, unleash the possibilities of society, with technology and passion,” the NS Solutions Corporation Group (NSSOL Group) has set out the NSSOL 2030 Vision of “Social Value Producer with Digital,” and we will continue to use the power of digital to picture the future of society and make it a reality. The Global Code of Business Conduct (GBC) of the NSSOL Group is a “globally universal code of conduct” that each one of our employees must always keep in mind to achieve our purpose.
We did not establish the GBC simply as a response to international scrutiny or trends of the times. Even though the word “global” is included in its title, we did not establish the GBC only to be applied overseas. The GBC defines the standards each one of our employees should follow to conduct themselves in a professional, disciplined manner. Business cannot be accomplished if we pursue only results, without compliance with the applicable rules. We believe that only while adhering to these rules can innovation be born, achieving growth by respecting and integrating diverse ideas. Both our younger and more experienced employees, whether working domestically or overseas, as members of society, must carry out their work with the highest level of ethical conduct in every country where they work in the world, holding the GBC as their guiding principle.
In addition, by ensuring thorough compliance, our employees can also protect themselves. Society's awareness of compliance is changing every year. The NSSOL Group has been conducting business globally, dealing with the various cultures, laws, and regulations of different countries. As cultural diversity is deepening around the world, we must act while respecting various social norms, customs, cultures, and social values both within and outside Japan. Beyond creating an open culture within our own group, it is also necessary to respect societal rules and other people’s perspectives. If there are any uncertainties, we are committed to overcoming any challenges together by sharing our experiences and through dialogue with the GBC as our foundation.
It is our hope that our employees will earn the trust of customers and society by upholding the high ethical standards outlined in the GBC, and explore new opportunities for the sustainable growth of the NSSOL Group.
26 April, 2024
Kazuhiko Tamaoki
Representative Director & President
NS Solutions Corporation
NSSOL Group Global Code of Business Conduct
All officers (including directors, statutory auditors, and those of equivalent status) and employees (including temporary, fixed term employees, and those of equivalent status) of NS Solutions Corporation and its subsidiaries (the “NSSOL Group” or the “Group”) shall comply with this Global Code of Business Conduct (this “Code”). For the purposes of this Code, each director, statutory auditor, officer, and employee of the NSSOL Group is referred to as a “Member.”
- We conduct our business in a manner that respects the rights and dignity of all people, in compliance with applicable laws and regulations, and with the highest ethical standards. We develop and deliver high-quality services that contribute to society, thereby increasing customer satisfaction and enhancing their trust in us.
- We engage in fair and free competition and ensure that our transactions are appropriate. We maintain healthy and fair relationships with political and administrative bodies, business partners, and others.
- We protect and respect intellectual property and create new value through innovative technologies and solutions.
- We communicate extensively with the public, disclose corporate information in a proactive and fair manner, and vigilantly safeguard and manage various types of information.
- We maintain a safe, healthy and comfortable work environment and respect the individuality and diversity of our Members.
- We actively engage in the conservation of the global environment and contribute to local communities and society as a good corporate citizen.
- We do not and will not have any relationships with so-called antisocial forces (i.e., groups or individuals pursuing economic gains by means of violence, threat, or fraudulent means) and stand resolute against undue demands.
- We comply with the laws and regulations of the relevant countries and regions and respect global norms and standards, as well as local cultures and customs, in conducting our businesses.
- We comply with this Code and shall establish a system to ensure its full implementation. In the event of a violation of this Code, we will act promptly to identify the cause thereof and to take measures to prevent a reoccurrence and accurately fulfill accountability requirements.
NSSOL Group Global Code of Business Conduct Explanatory Notes
As officers or employees of the NSSOL Group, we comply with the following code of conduct.
- We conduct our business in a manner that respects the rights and dignity of all people, in compliance with applicable laws and regulations, and with the highest ethical standards. We develop and deliver high-quality services that contribute to society, thereby increasing customer satisfaction and enhancing their trust in us.
- Respect for human rights, compliance with laws and regulations, and adherence to high ethical standards are our fundamental guiding principles. We at NSSOL Group understand this and pledge to act and make decisions based on these principles. As information technology professionals, we strive to identify customers’ needs precisely and develop and deliver high-quality information systems that meet their expectations in conducting business. We also endeavor to address the requirements of society, which change over time, to provide it with reliable and valuable solutions and services. In the process, we deliver satisfaction to customers and build trust.
- We promote fair and free competition and ensure that our transactions are appropriate. We maintain healthy and fair relationships with political and administrative bodies and business partners.
- (1) Antimonopoly and fair competition
- In conducting business, we emphasize fair competition and take no part in any form of anti-competitive activities, including, but not limited to, cartel behavior, collusion, and the exchange of competitively-sensitive information.
- (2) Prohibition of abuse of dominant position
- We select our business partners and sub-contractors (“Partners”) fairly and rationally, based on the principle of economic reasonableness, which is determined by comprehensive evaluation of candidates in terms of their products’ or services’ functionality, quality, pricing, delivery schedule, reliability and safety, among others. We execute proper contracts with our selected Partners and we will never engage in any act that is prohibited by the laws relating to subcontracting or outsourcing, or any other acts that inflict unfair harm on our Partners by abusing our dominant position, if any, vis-a-vis such Partners. We strive to foster and maintain relationships with our Partners based on mutual understanding and trust with a long-term horizon in mind.
- (3) Prohibition of bribery to public officials in or outside Japan; Anti-corruption
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We do not offer, promise or propose to offer business entertainment, gifts or other favors to public officials of any governmental agencies in or outside Japan (including so-called deemed public officials, such as directors, officers, or employees of certain corporations and organizations), in an attempt to reap illicit benefits in connection with such public officials’ duties. We are in compliance with all laws, rules, and regulations applicable to us concerning our relationships with political and administrative bodies. There have been no investigations conducted or penalties imposed on us in the past related to unfair or corrupt practices.
(There were no instances of political donations made in the FY2024. There were also zero cases of corruption, disciplinary actions, fines, or other penalties.) - (4) Proper supervision of Partners
- We exercise proper supervision over our Partners to ensure that no bribes are offered indirectly through our Partners. When we select a Partner who may come into contact with a public official in connection with our business, we make efforts to have the Partner pledge, represent, and warrant that it will comply with anti-bribery laws and regulations. Our agreements with such Partners shall be designed to prevent any bribery-like behaviors, through the provisions related to the specific scope of work to be performed, monetary compensation for the work to be rendered and other terms and conditions.
- (5) Restrictions on excessive business entertainment and gifts offered to or received from private-sector partners
- Business entertainment and gifts to and from private-sector partners shall be offered in accordance with the laws and regulations of each country, limited to the extent considered reasonable according to social norms and in an appropriate and common-sense manner, and we shall not offer or accept excessive business entertainment or gifts beyond such bounds.
- We protect and respect intellectual property and create new value through innovative technologies and solutions.
- (1) Protection of intellectual property
- We create, secure and promote the use of intellectual property in a strategic and efficient manner to strengthen our technological position and to facilitate the sales and technical activities of the NSSOL Group. We actively carry out education, training and awareness activities related to intellectual property.
- (2) Respect for the intellectual property rights of others
- We respect the intellectual property rights of others and we do not infringe their rights. We take appropriate measures, including setting out appropriate internal rules and business structures, to avoid any infringements of the intellectual property rights of others.
- We communicate extensively with the public, disclose corporate information in a proactive and fair manner, and vigilantly safeguard and manage various types of information.
- (1) Information security
- For NSSOL Group, engaging in the business of information services, ensuring proper information management is an absolute requisite in the conduct of our business, and it forms the essential foundation for the Group. With this in mind, we work hard to prevent security incidents involving the information and information systems we handle. As a part of these efforts, we establish and enforce appropriate structures and rules.
- (2) Disclosure of corporate information
- NSSOL Group is committed to fair, accurate, timely and adequate disclosure of corporate information in accordance with relevant laws. In doing so, we make efforts to make our disclosures easy to understand to recipients. None of our Members make public comments on behalf of the Group without specific prior approval.
- We maintain a safe, healthy and comfortable work environment and respect the individuality and diversity of our Members.
- (1) Prohibition of discrimination
- We respect the dignity of each and every Member, and we do not discriminate based on a person’s race, color, sex, nationality, language, religion, creed, national origin, or disability, among other things, nor tolerate such discrimination.
- (2) Work environment
- We work continuously to provide a sound work environment free of abusive labor practices and other forms of labor practice prohibited by international treaties or national laws.
- (3) Prevention of workplace accidents and promotion of workplace health
- The safety and health of our Members is one of our top priorities. We work hard to prevent workplace accidents and establish and improve rules and structures that ensure safety, sanitation and well-being. By implementing a broad range of measures for safety, sanitation and health, we aim to maintain workplace safety, reduce health risks, and promote the well-being of our Members.
- (4) Member training and development
- We offer a variety of personnel training and development programs and create a work environment that helps our Members achieve their full potential.
- (5) Prohibition of harassment
- We neither engage in nor tolerate any form of harassment, including power harassment and sexual harassment.
- We actively engage in the conservation of the global environment and contribute to local communities and society as a good corporate citizen.
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We are committed to progressing in tune with changing times and always providing more valuable solutions. To do so, we stay abreast of the latest developments in information technology and test and adapt various technologies for practical use. We strive to prove worthy of the trust accorded to us as a service provider by society and to contribute to progress in our society.
In addition to activities introduced by the Group, each individual Member of the NSSOL Group is committed to contributing to positive social development and fulfilling their social responsibilities as a good citizen and member of the community.
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We are committed to progressing in tune with changing times and always providing more valuable solutions. To do so, we stay abreast of the latest developments in information technology and test and adapt various technologies for practical use. We strive to prove worthy of the trust accorded to us as a service provider by society and to contribute to progress in our society.
- We do not and will not have any relationships with so-called antisocial forces (i.e., groups or individuals pursuing economic gains by means of violence, threat, or fraudulent means) and stand resolute against undue demands.
- We do not and will not have any relationships with antisocial forces or organizations, including, inter alia, international criminal organizations, illegal organizations, and any organizations or individuals affiliated with such organizations, and we stand resolute against undue demands.
- We comply with the laws and regulations of the relevant countries and regions and respect global norms and standards, as well as local cultures and customs, in conducting our businesses.
- (1) Compliance with laws, ordinances, regulations, and other rules that prevail in the relevant countries
- We ensure that our business is conducted in a proper manner and in good faith by respecting and observing universal legal standards shared around the world, as well as all laws, regulations and other rules of the countries or regions in which we do business. To this end, we also fully respect social norms, commercial practices, cultures, and societal values in these countries and regions.
- (2) Proper accounting and tax reporting
- We perform accounting and prepare tax returns properly and in a timely manner. All of our accounting records and reports are required to be accurate, fact-based, and corroborated.
- (3) Prohibition of insider trading
- We familiarize ourselves fully with the aims of the relevant laws and internal rules designed to prevent insider trading and abide by them. If any insider information becomes known, we will duly report it and manage such information properly according to our internal rules. We will not engage in stock trading that could constitute insider trading.
- (4) Export control
- We fully recognize the importance of secure export control for the maintenance of world peace and security, and set up a system to ensure the appropriate implementation of secure export control. We perform careful reviews of items to be exported according to the relevant laws and regulations and internal rules.
- (5) Compliance with governmental procedures
- We follow applicable laws and regulations and internal rules related to administrative procedures, including procedures for applying for approvals and licenses, and keep appropriate documents on file in accordance with our internal rules.
- (6) Compliance with internal rules and other internal policies
- In addition to the applicable laws and regulations, we establish appropriate internal rules and other internal policies, and ensure the correct understanding of and compliance with all such rules and policies.
- We comply with this Code and shall establish a system to ensure its full implementation. In the event of a violation of this Code, we will act promptly to identify the cause thereof and to take measures to prevent a reoccurrence and fulfill accountability requirements.