A.A.N. Japan Co.,Ltd Sanctions Compliance Policy
1. General Provisions
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1.1. The A.A.N. Japan Co.,LtdSanctions Compliance Policy (hereinafter referred to as the "Policy") is a
fundamental
top-level document setting forth the minimum requirements for compliance with Sanctions in all
jurisdictions where the
Company operates.
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1.2. The objectives of the Policy are:
- • Minimization of the risk of imposition of Sanctions, including secondary sanctions, on the
Company, which may impact
the Company's commitments to the government, society, business partners, clients, and employees;
- • Prevention of actions that may lead to violations of Sanctions restrictions;
- • Establishment of a uniform and effective control system within the Company regarding Sanctions
restrictions.
- 1.3. The Policy reflects the commitment of the management and employees of the
Company to ethical standards of
conducting legal and transparent business, adhering to the best international management practices, and
maintaining a
proper level of business reputation.
- 1.4. The key principles of the Policy include:
- • Compliance with Sanctions restrictions of the jurisdictions in which A.A.N. Japan
Co.,Ltdoperates, is registered,
and/or licensed;
- • Adherence to the requirements of Japan's Sanctions regime wherever the Company operates and
refusal of business that
would violate the regimes of these Sanctions;
- • Consideration by the Company of Sanctions imposed by other jurisdictions, if it is practical for
transactional
purposes;
- • Non-provision of goods, works, or services by the Company, even if allowed by relevant
regulations, if the
circumstances pose a reputational risk;
- • Refusal by the Company and its employees to engage in business relations with any person subject
to restrictions to
avoid violating any applicable Sanctions laws;
- • Rejection by the Company of business that would violate applicable export laws.
2. Terms and Definitions
- 2.1. Secondary Sanctions:
Secondary sanctions are economic restrictive measures applied by international organizations, a country,
or a group of
countries against violators of existing Sanctions restrictions.
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2.2. Sanctions/Sanction Restrictions:
Sanctions, or sanction restrictions, are economic restrictive measures applied by international
organizations, a
country, or a group of countries against another country or group of countries, including its physical
and legal
entities. The purpose of these measures is to prevent certain activities.
3. Sanctions Compliance Measures
- 3.1. The leadership of A.A.N. Japan Co.,Ltddefines the overall strategy for
sanctions restrictions and regularly updates
it.
- 3.2. The executives of A.A.N. Japan Co.,Ltdallocate authorities, duties, and
responsibilities under this Policy among
employees and/or organizational units of the Company. They also organize activities aimed at implementing
the principles
and requirements of the Policy, including the appointment of individuals responsible for the development,
implementation, and monitoring of procedures for compliance with sanctions restrictions.
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3.3. Before entering into any business relationship or transaction with any person or entity, we shall
take steps to
ensure that such relationship and transaction complies with the laws and regulations of Japan and (where
applicable)
other countries, including by checking whether such person or entity is on any special blacklists or
lists published by
the Ministry of Economy, Trade and Industry (METI) or the Office of Foreign Assets Control (OFAC) of the
U.S. Department
of the Treasury, or other sanctions lists.
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3.4. The Company is obligated to scrutinize its business relationships and transactions for potential
violations of
sanctions regarding a specific country, legal entity, or individual.
- 3.5. Contracts with counterparties must include provisions:
- • Confirming that the counterparty is not listed in sanction lists or otherwise subject to
sanctions restrictions;
- • Requiring compliance with UN resolutions, Japanese sanctions legislation, and this Policy;
- • Mandating that counterparties refrain from engaging in business activities that may lead to
violations of sanctions
obligations;
- • Granting the company the right to terminate the contract and not fulfill its obligations in case
of a counterparty's
violation of this Policy, inclusion in sanction lists, or any other imposition of sanctions.
- 3.6. The Company must not enter into business relationships or transactions
that directly or indirectly involve
countries or individuals subject to sanctions restrictions.
- 3.7. The fact that a country is under sanctions or an individual belongs to
such a country does not automatically mean
that the Company cannot engage in business relationships or transactions involving that country or
individual. However,
the transaction must be thoroughly vetted first to ensure compliance with legal obligations related to
sanctions.
4. Consequences of Non-Compliance with Sanctions Restrictions
- 4.1. Non-compliance with relevant sanctions restrictions constitutes a
violation of legal and/or regulatory
requirements, which may result in significant reputational damage to the Company, potential legal
actions, financial
losses, and may subject individual employees involved in the violation to substantial fines or
imprisonment.
- 4.2. The Company adheres to a zero-tolerance approach to intentional violations
of this Policy or applicable sanctions
regimes. In case of an employee's non-compliance with this Policy, disciplinary actions, up to and
including termination
of employment, may be applied. Disciplinary measures will depend on the circumstances of the violation
and will be
implemented in accordance with applicable law and the Company's internal regulations.
- 4.3. The Company reserves the right to terminate business relationships with
any counterparty (including the termination
of all existing contracts) through written notice to the counterparty, with immediate effect, without the
need for legal
proceedings and without any obligation to compensate any type or nature of damages (direct and/or
indirect) to the said
counterparty, in the event that:
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•The counterparty fails to comply with any provision of this Policy and cannot rectify the
situation (if correctable)
within 10 days from the date of written notification to the counterparty of the violation;
- •The counterparty is listed in any sanction list or becomes the subject of other sanctions
restrictions.
- 4.4 We will refuse to conduct financial transactions with any counterparty or
its activities if
they do not comply with
or violate Japanese laws and regulations, including but not limited to Japanese sanctions
requirements.
- 4.5. If a counterparty engages a third party to facilitate remittances, the
counterparty is responsible for checking
whether the third party is subject to any special blacklists or lists published by the Ministry of
Economy, Trade and
Industry (METI) or the Office of Foreign Assets Control (OFAC) of the U.S. Department of the Treasury, or
other
sanctions lists.
5. Final Provisions
- 5.1. Contracts and agreements between the Company and counterparties may
contain more specific (including individual)
provisions regarding certain issues outlined in this Policy. Nothing in this Policy replaces any specific
provision in a
particular contract or agreement between the Company and a counterparty. In case of inconsistency between
this Policy
and any other provision of a specific contract or agreement, the provision in the contract or agreement
shall prevail.
- 5.2. This Policy is intended to complement, not replace, other codes of
conduct, policies, rules, and procedures that
may apply to employees and counterparties from time to time. If any employee or counterparty has any
doubts about the
codes, policies, rules, and procedures applicable in a specific situation, or if any employee or
counterparty discovers
any conflict or inconsistency between this Policy and any other code of conduct of the Company or any
other policies,
they should seek clarification from the company's headquarters in Toyama.
6. Review and Amendment Procedure
- 6.1. As sanctions regimes may change rapidly and without prior notice, this
Policy may be updated as necessary.
- 6.2. Amendments to the Policy are made in accordance with the established
internal regulatory procedure, including
improvements to the set of measures to prevent sanctions risks.