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Chiyoda Group Compliance Manual

All executives and employees of Chiyoda Group Corporations shall fully comprehend the spirit of the Code of Conduct of Chiyoda Group and conduct their activities in strict compliance with the following provisions:

1. To earn the trust of clients by constantly improving quality in order to supply useful facilities and services.
   • Observe all laws, regulations and standards applicable to respective business activities.
   • Ensure to receive permits, submit notices and reports, and perform other procedures associated with respective business activities in an appropriate manner.

Applicable laws and regulations:
   Construction Industry Law, all applicable industry codes



2. To do business with transparency, free competition and fairness in order to earn the trust and understanding of society and clients concerning our corporate activities.
   • Never improperly restrict business transactions in terms of price, volume, division of market or other agreements with competitors and/or industry organizations.
   • Never collaborate with competitors or industry organizations to refuse or terminate business transactions with a new market entrant or specific company.
   • Never act in a manner that is improperly harmful to the interests of a subcontractor.
   • Strictly observe all treaties and national laws and regulations concerning international trade.
   • Observe all laws and regulations and carefully study the business propriety of exporting strategic materials, certain other materials and technologies, and providing certain services.
   • Perform all procedures required by governmental agencies in a righteous manner.
   • Never offer improper gifts, benefits or other economic benefits to government employees, or employees in quasi government organizations in Japan or any other country, or to all the other stakeholders.
   • Do not offer excessive gifts or entertainment to the executives and employees of clients/business partners and always observe accepted international standards for business activities.
   • Never offer gifts that exceed the legal standards in each country or region.
   • Never accept gifts or entertainments that exceed socially acceptable standards for such courtesies.

Applicable laws and regulations:
   Construction Industry Law, Anti-Monopoly Law, Improper
   Competition Prevention Law, Subcontractor Payment Delay
   Prevention Law, National Government Employee Ethics Law, Foreign
   Exchange and Foreign Trade Law



3. To maintain strong lines of communication not only with shareholders and other stakeholders but also with society at large, and to disclose corporate information willingly and fairly.
   • Never participate in insider trading.
   • Work to give shareholders and investors a good understanding of our company through IR activities including information disclosure.

Applicable laws and regulations:
   Financial Instruments and Exchange Law



4. To recognize that helping to solve environmental issues is an essential part of our business activities as an engineering company, and to contribute to society while cooperating with governments and their agencies.
   • Endeavor to protect the environment while observing treaties, laws, regulations and other rules concerning the environment.
   • Conduct business activities while taking into consideration the effect on the natural environment and ecosystems.
   • Use natural resources and energy efficiently while at the same time striving to reduce the volume of waste materials and taking steps to recycle or otherwise use these materials effectively.

Applicable laws and regulations:
   Environment Basic Law and related laws and regulations (Air Pollution Control Law,
   Water Pollution Control Law, Waste Management Law, Effective Natural Resource Use
   Promotion Law, Construction Material Recycling Law, others)



5. To reject all contract with anti-social organizations and never offer these organizations any benefits.
   • Never seek for easy solutions when receiving an improper demand from an anti-social organization. Always report such demands quickly to the organization concerned.
   • Take due care of even ordinary business transactions as to whether anti-social organizations are involved. Refuse to conduct the transactions if such organizations should be involved.

Applicable laws and regulations:
   Corporate Law, Commercial Code



6. To handle personal information and client information with utmost care and attention and use intellectual property in an appropriate manner without infringing on the owner’s intellectual property rights.
   • Strictly manage to handle information concerning clients, other companies and individuals as well as confidential corporate information obtained through business activities. Prevent leaks and use this information solely for business purposes.
   • When required to disclose any confidential information in possession of the company to others for business purposes, have the parties sign a confidentiality agreement and observe other internal rules to prevent leaks.
   • Do not rely solely on your own judgment when responding to external inquiries. When a particular department is designated to respond to a certain type of request, always have the inquiry passed on to the proper department.
   • Employees must protect confidential information obtained through business activities even after they no longer work at Chiyoda Group.
   • Take due care to avoid infringement on the intellectual property rights of other companies and individuals, such as by making copies of computer software without approval, and never perform any such act.

Applicable laws and regulations:
   Patent Law, New Utility Model Law, Copyright Law, Improper
   Access Prevention Law, Unfair Competition Prevention Law



7. To draw a line between official company activities and private activities, and never take any action that would be detrimental to the company.
   • Never use company resources improperly or use company funds or expenses for personal reasons.
   • Never use the company information system or related systems improperly or for personal reasons.

Applicable laws and regulations:
   Criminal Code, Corporate Law



8. To respect the individuality of employees and endeavor to ensure employees’ health and safety by providing a suitable working environment.
   • Respect the human rights. Never discriminate for the reasons whatsoever such as race, creed, religion, gender, nationality, age, origin, disabilities, disease etc.
   • Never do or allow sexual or power harassment.
   • Respect the culture, customs, languages and other characteristics of countries and regions. Take due care to behave in line with international and regional social standards.
   • Maintain a safe and healthy working environment.
   • Conduct thorough safety education and training and enlighten everyone to be well aware of the importance of safety and of safety-related knowledge.

Applicable laws and regulations:
   Labor Standards Law and related laws (Occupational Health and Safety Law, Law for Equal
   Employment Opportunity of Men and Women, others), Disabled Persons Employment
   Promotion Law



9. Senior management shall recognize that implementing the spirit of the Code of Conduct is their responsibility, and shall make related parties aware of the Code of Conduct by setting an example through their leadership. Senior management shall also heed the voice of stakeholders, both internally and externally, and strive to establish an effective framework for implementing these principles.

Supplementary provisions

1. The term Chiyoda executives and employees includes advisers, contract workers and individuals on loan to group companies in Japan and overseas.
2. The Chiyoda Group Compliance Manual was prepared for use within Japan. In other countries, the Chiyoda Group Compliance Manual will be revised as required to reflect the laws, regulations and rules of particular countries and regions while preserving the original spirit of the Code of Conduct of Chiyoda Group.
3. Note that the applicable laws and regulations listed above only refer to the major applicable items and do not cover the complete set of all relevant laws and regulations. Applicable laws and regulations show the ones applicable in Japan. In other countries, employees should observe the laws, regulations and rules of their home country and region, as well as international standards.
4. Violations of these rules of behavior will be punished based on employment regulations and/or other provisions according to the nature and seriousness of the violation.
5. Management to handle the Code of Conduct of Chiyoda Group, the Chiyoda Group Compliance Manual and related documents and procedures is the responsibility of the General Manager of the Compliance Management Office. Significant revisions to the Code of Conduct of Chiyoda Group and the Chiyoda Group Compliance Manual must be submitted to the Executive Committee for approval.
6. The Code of Conduct of Chiyoda Group and the Chiyoda Group Compliance Manual shall become effective on April 1, 2006.
7. Revision on the Compliance Manual effective as from April 1, 2008

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