NX GROUP Compliance Regulations
Chapter 1. General Rules
Article 1. (Purpose)
The purpose of these Regulations is to stipulate basic matters relating to the compliance rules with which Nippon Express Holdings, Inc. (hereinafter referred to as “NXHD”) and NX GROUP companies (hereinafter referred to as “Group Company” or collectively as “Group Companies”) shall comply.
Article 2. (Definitions)
“Compliance” shall mean conducting sound, transparent, and fair business activities based on laws, social norms such as social morals and social ethics, and internal regulations and business policies, etc. of each Group Company in carrying out their own businesses.
Article 3. (Scope of Application)
1. These Regulations apply to all Group Companies.
2. “Group Company” or collectively as “Group Companies” specified in the preceding paragraph includes their employees and executives (hereinafter referred to as “Employee” or collectively as “Employees”).
Article 4. (Related Laws, Etc.)
In addition to the matters stipulated in these Regulations, each Group Company shall comply with the applicable laws and regulations relating to compliance in the country or region in which each Group Company is located (hereinafter referred to as “Local Laws”). In the event of a conflict between these Regulations and Local Laws, the Local Laws shall prevail.
Article 5. (Responsibilities of each Group Company)
1. In complying with these Regulations, each Group Company shall carry out appropriate business activities and fulfill its public mission and the social responsibility given to the company.
2. Each Group Company shall cooperate at all times, work collectively to ensure thorough implementation of compliance measures, and fulfill its responsibilities as a member of NX GROUP.
3. In the event of a violation of these Regulations, each Group Company shall
make efforts to investigate the cause, take appropriate measures to address the issue and prevent its recurrence, as necessary, while promptly and accurately disclosing the information and maintaining accountability.
4. NXHD shall work as the head office of Group Companies and always perform its responsibilities as the core of NX GROUP.
Article 6. (Responsibilities of Employees)
1. Employees shall comply with these Regulations and its essence, and shall make efforts to thoroughly act in accordance with social ethics and to improve the credibility of the company.
2. If an Employee becomes aware of any act that violates these Regulations, he/she shall immediately report or consult with his/her superior and shall not overlook or conceal the violation. In addition, if the matter is not properly addressed by the Employee’s superior, the Employee shall report to, or consult with, the Compliance Promotor (as defined in Article 19; the same definition applies hereafter).
3. A whistleblowing system shall be established and specified separately.
Chapter 2. Code of Business Conduct
Article 7. (Compliance with Laws, Etc.)
1. In conducting its business, each Group Company shall comply with the laws and regulations, general terms and conditions, internal regulations, company rules, and ethics rules set out in company manuals, etc. (referred to collectively as “Laws, Etc.”) that relate to its own business.
2. Each Group Company shall fully understand and comply with the Laws, Etc., and carry out appropriate corporate activities.
Article 8. (Ensuring Fair, Transparent, and Free Competition)
1. Each Group Company shall not engage in any agreements or coordinated practices with competitors that restrict competition, including price-fixing, bid-rigging, market allocation, output restriction, or the exchange of competitively sensitive information.
2. Each Group Company shall eliminate instances of abuse of superior bargaining position or engage in unfair or exclusionary practices that may harm competition, such as coercion of unfair trading, cartel conduct, provision of fraudulent convenience or profits, fraudulent and unjust transactions, or other misconduct,
such as insider trading.
3. Each Group Company shall compete in a fair, transparent, and free manner in accordance with applicable competition laws and market rules in each relevant jurisdiction, including the Act on Prohibition of Private Monopolization and Maintenance of Fair Trade (the “Antimonopoly Act”) in Japan and the antitrust laws in the United States.
Article 9. (Prevention of Conflicts of Interest)
1. Each Group Company shall require its Employees to act at all times in the best interests of NX GROUP and to avoid any situation in which personal interests, or the interests of related parties, conflict or may appear to conflict with the interests of NX GROUP.
2. Each Group Company shall take appropriate measures to prevent in advance and/or avoid risks of conflicts of interest between the Group Company and its Employees, including the case in which an Employee is appointed to an executive position of a company other than the Group Companies or other organizations, or sells assets of the Group Company to other parties, etc.
Article10. (Health and Safety and Incident Prevention System and Prompt Processing)
1. Each Group Company shall comply with health and safety laws and regulations and shall work to provide a safe and healthy working environment for all Employees.
2. Each Group Company shall establish a thorough prevention system in advance to address various incidents that may occur in conducting its business, and if such incidents occur, each Group Company shall promptly and appropriately respond and handle the incidents in accordance with the Laws, Etc.
Article 11. (Quality Control and Maintenance)
Each Group Company shall thoroughly control the quality of all products and services in each of its businesses, and maintain high quality as part of NX GROUP.
Article 12. (Appropriate and Strict Information Management)
1. Each Group Company shall manage customer information, personal data, and internal information appropriately and strictly in accordance with the Laws, Etc. and relevant internal regulations, etc.
2. Each Group Company shall implement necessary organizational, technical, and physical safeguards to prevent unauthorized access, leakage, loss, or
destruction
of such information, and shall ensure that access is limited to authorized personnel on a need-to-know basis.
3. Each Group Company shall ensure that confidential information obtained in the course of business is used solely for legitimate business purposes and is not disclosed to any third party without proper authorization.
4. Each Group Company shall execute non-disclosure agreements, etc. with customers or external parties, and shall make efforts to thoroughly ensure mutual information management.
Article 13. (Ensuring Appropriate Relationships in Transactions)
1. Each Group Company shall not provide to, or receive from, customers or external parties any entertainment, gifts, etc., such as money or other items that are unacceptable as general entertainment in society, that are beyond the framework of business customs.
2. In addition to the matters specified in the preceding paragraph, each Group Company shall have no financial interests with customers or external parties that may lead to a misunderstanding that the Group Company has given or received undue advantages.
3. Each Group Company shall not offer or provide entertainment, gifts (including money and other items), benefits, etc. to public officials or individuals in equivalent positions (including “Deemed Public Officials,” who are persons restricted by law from receiving benefits in connection with their duties). Corruption and bribery are strictly prohibited.
Article 14. (Elimination of Money-Laundering and Anti-Social Forces)
1. Each Group Company shall comply with all applicable laws and regulations relating to the prevention of money laundering and insider trading. Each Group Company shall not engage in, facilitate, or tolerate any form of money laundering and shall implement appropriate due diligence, monitoring, and internal controls to prevent the use of its business for illicit purposes.
2. Each Group Company shall firmly reject the provision of money and other items to, and all kinds of demands in the form of donations or sponsorship, subscriptions to or purchases of publications, etc. from, all “Anti-social Forces” that threaten the order and safety of civil society.
Article 15. (Fair and Efficient Use of Company Assets and Prevention of Improper Processing)
Each Group Company shall make efforts to utilize the company’s assets and business expenses fairly and efficiently, and establish a management system to prevent improper processing.
Article 16. (Initiatives to Address Environmental Issues)
Each Group Company shall address environmental issues, including the prevention of global warming, ozone layer depletion, air pollution, etc., and cope with environmental issues proactively as a company by optimizing waste treatment and incineration and making efforts to properly use energy.
Chapter 3. Norms as a Good Corporate Citizen of Society
Article 17. (Respect for Human Rights and Personality)
Each Group Company shall respect the human rights and personality of individuals and shall foster a workplace environment that is safe, inclusive, and free from discrimination and all forms of harassment including harassment in the workplace and sexual harassment (hereinafter referred to as “Harassment”) in accordance with the NX GROUP Human Rights Policy. Each Group Company shall not engage in, tolerate, or permit any acts that lead to discrimination, Harassment, etc.
Article 18. (High Ethical Standards and Social Decency)
Each Group Company shall always be aware that they are engaged in businesses of a prominent public nature, always raise their ethical standards in social activities, and always act with social decency.
Chapter 4. Person in Charge of Compliance and Promoter of Compliance
Article 19. (Assignment of Person in Charge of Compliance and Promotor of Compliance)
Each Group Company shall assign a “Person in Charge of Compliance” and a “Compliance Promotor” within the company in order to raise awareness of compliance among all employees in accordance with the following paragraphs:
- A Person in Charge of Compliance shall be assigned to ensure thorough execution of compliance provisions.
- A Compliance Promotor shall be assigned to promote the provision of education and guidance, etc. relating
to compliance through daily operations of Employees, and to promote compliance.
Article 20. (Internal Reporting System and Investigation)
1. Each Group Company shall establish and maintain appropriate Internal reporting systems that allow Employees and interested parties to report, in good faith, any suspected or actual violations of laws, regulations, or internal policies.
2. The Compliance Promotor in a Group Company shall understand the facts relating to a compliance issue, based on consultations or reports from Employees, and shall conduct the necessary investigation to confirm the presence or absence of compliance violations, and the contents, causes, etc. of those violations.
3. Each Group Company shall strictly prohibit any form of retaliation or other disadvantageous treatment against individuals who make reports or cooperate in investigations in good faith.
Article 21. (Reporting and Corrective Action)
1. If the Person in Charge of Compliance in a Group Company confirms an act of violation of any compliance rules as a result of the investigation pursuant to Article 20, he/she shall report that information to an appropriate decision-making body that has business execution authority, such as the Board of Directors.
2. Upon receiving a report pursuant to the preceding paragraph, the Board of Directors, etc. shall consider a response policy based on the facts and cause of the violation, and if applicable, shall consider corrective measures and recurrence prevention measures.
Article 22. (Education on Compliance)
The Person in Charge of Compliance and the Promoter of Compliance in each Group Company shall formulate an education and training plan for Employees in order to ensure thorough execution of compliance rules and to raise compliance awareness, and based on this plan, shall provide continuous and regular Employee compliance education.
Chapter 5. Disciplinary Measures
Article 23. (Disciplinary Measures Against Employees)
If an Employee violates these Regulations or related regulations, etc. or commits any act of non-compliance, he/she may be subject to disciplinary action by his/her Group Company in accordance with the disciplinary policies, such as workplace regulations, etc.
Chapter 6. Others
Article 24. (Responsible Division)
The Compliance and Risk Management Division of Nippon Express Holdings, Inc. shall be responsible for these Regulations.
Article 25. (Amendment and Abolishment of These Regulations)
The amendment or abolition of these Regulations shall be approved by the Director President and Chief Executive Officer after consultation with the Board of Executives. However, the Chief Managing Officer of Risk Management Headquarters shall have the authority to approve minor amendments to these Regulations.
(Supplementary Provisions)
- On the basis of these Regulations as a basic principle, each Group Company shall formulate and/or prepare
internal regulations, etc. relating to compliance as necessary, and shall implement those regulations. - These Regulations shall become effective on July 1, 2026.