SGH

Compliance

Policy

The SG Holdings Group strives to create a corporate culture in which every employee conducts business with high ethical standards and compliance standards and responds appropriately to changes in the social and business environment. The SG Holdings Group Code of Ethics and Conduct constitutes the backbone of the Group's compliance posture. Based on the Code of Ethics and Conduct and the Compliance Regulations, the Group has built and maintained a culture of conducting business with high ethical standards, continually striving to improve our business operations and our credibility with the public.

Systems

At the SG Holdings Group, the department responsible for the legal affairs of SG Holdings in coordination with Group companies takes the lead in developing and guiding our compliance system, while the Internal Audit Department monitors compliance.

As an internal whistleblowing system, we also operate the SG Holdings Group Compliance Hotline. By using this service, employees, their family members, and partner companies can report actions they think may be in violation of the law, company rules, or our Code of Ethics and Conduct. In fiscal 2017, we also began operating hotlines for whistleblowers who are not company employees, and overseas hotlines as well.

Additionally, the Group is actively taking steps to prevent insider trading as we have seen more opportunities to add listed overseas companies to the Group and to form business and capital alliances with listed companies. In particular, the recent listing of the Company's own shares prompted us to reinforce our insider trading prevention regulations. We have thus established a system of controls including a blackout period and establishment of an application procedure.

Goals and Results

Boundary Medium- to Long-term Goals Fiscal 2020 Goals Fiscal 2019 Results
Sagawa Express Create and maintain a compliance system that does not stop at merely strict compliance with laws and regulations but also meets the expectations of society at large ● Monthly Code of Ethics
and Conduct training session
● Hold insider trading prevention
training sessions twice a year
● Hold harassment
training sessions twice a year
● Monthly Code of Ethics
and Conduct training session
● Hold insider trading prevention
training sessions twice a year
● Hold harassment
training sessions twice a year
Group companies
in Japan
Overseas
companies
Partly realized Partly realized

As one element of our compliance training, we conduct group readings of the Code of Ethics and Conduct.

A Poster Announcing the Internal Whistleblowing System

Initiatives

Code of Ethics and Conduct Training

The SG Holdings Group Charter of Corporate Conduct places great weight on the respect for human rights and other internationally accepted standards of conduct as well as clearly stressing the importance of giving consideration to the culture and customs of all stakeholders. Emphasis is also placed on the cultivation of employees' ethical standards and self-discipline based on that and training sessions on the Code of Ethics and Conduct are held monthly for all Group employees. The code is read jointly by employees at each department, section, service center, and other organizational unit of the Group.

Initiatives to Address Bullying and Harassment

The SG Holdings Group conducts harassment training twice a year to create a friendly working environment for employees. It also provides separate manager training for managers.

Compliance Training

In conjunction with the listing of the Company's shares, we are raising awareness of prevention of insider trading. We hold insider trading prevention training sessions twice a year aimed primarily at employees in Japan, provide in-house training, display posters in our offices, and distribute revised versions of guidebooks to all Group employees. In fiscal 2019, we published the Compliance Newsletter (five times) , the Insider Trading Prevention Newsletter (two special issues on certain topics), and a newly launched Internal Control Newsletter (three times) via the Group's internal portal website. The Group will continue to strengthen compliance as the pillar of our internal controls.

Guidebook for Prevention of Insider Trading

Blockage of Relationships with Anti-social Forces

For the purpose of eliminating dealings with criminal elements that threaten the safety and order of society, we have established Exclusion of Anti-social Forces Regulations. We are working hard to block relationships with anti-social forces, refusing to respond to unjust demands, backroom deals, or provision of funds. This is clearly stated in the Basic Policy of Internal Control, the Charter of Corporate Conduct, and the Code of Ethics and Conduct, and we work to ensure that all employees are fully cognizant of them. More specifically, we have (1) instituted the continuous review ("anti-social check") of attributes of counterparties (both customers and business partners) and (2) established an Unjust Demand Hotline to ensure the quick resolution of cases when employees receive unjust demands. We continue to strengthen these systems and by sharing information on anti-social forces and responses to them we strive to fully prevent and block interference of our business partners.

Intellectual Property Management

In order to conduct its business in a sound manner, the SG Holdings Group takes measures to effectively manage its intellectual property and ensure knowledge and awareness of intellectual property.

We have established the Intellectual Property Deliberation Committee as a means of protecting the Group's intellectual property, work to obtain legal proprietary rights over the intellectual property of each Group company based upon the full review and recommendations of that committee and centrally manage and maintain those rights.

In order not to infringe on the intellectual property rights of others, we constantly monitor the intellectual property rights where there is the possibility of infringement by us and disseminate information to the concerned units to ensure that they take appropriate precautions. We continually make efforts to promote knowledge and awareness about these activities throughout the Group.

Policy on Tax Transparency

The SG Holdings Group pays appropriate taxes according to the tax laws and regulations in the countries and regions where it does business, international tax rules and the spirit of these in accordance with the SG Holdings Group Code of Ethics and Conduct.

Tax Compliance and Fairness

The SG Holdings Group ensures transparency for the tax authorities of the respective countries and regions such as preparing and submitting reports recommended by country in the BEPS Project and business summary reports in accordance with Japanese tax law, and does not arbitrarily use tax havens for the purpose of tax avoidance in its tax planning.


Building a Responsible Management Foundation