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Fujitsu Way Code of Conduct
Global Business Standards
shaping tomorrow with you FUJITSU
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Contents
The Fujitsu Way
The Fujitsu Way and the Global Business Standards
Global Perspective
Compliance within Fujitsu...
Why do we need Global Business Standards? .......
What are our responsibilities in relation to the Global Business Standards? .....
How do the Global Business Standards fit with other policies?......
How do the Global Business Standards fit with local laws? ......
Monitoring Compliance and Enforcing the Global Business Standards
Reporting Global Business Standards violations and non -retaliation......
The Integrity Test...
1 We respect human rights
1.1 Respect for human rights
1.2 Discrimination or harassment
1.3 Creating a work environment that promotes trust and respect .
2 We comply with all laws and regulations
2.1 Respect and observance of laws and regulations .
2.2 Financial Reporting and Company Records
2.3 Environment and Products
2.4 Health and Safety
2.5 International Trad
2.6 Money Laundering
3 We act with fairness in our business dealings
3.1 Fair Competition
3.2 Bribery...
3.3 Dealing with Governments...
3.4 Fair and Ethical Purchasing
3.5 Marketing and Advertising ...
3.6 Political and Media Activity
4 We protect and respect Intellectual Property
4.1 Protecting Fujitsu IP
4.2 Respect for Third Party IP
5 We maintain confidentiality
5.1 General Principles...
5.2 Protecting confidential Company information
5.3 Protecting confidential Customer or Third Party information ....
5.4 Handling personal data
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6 We do not use our position in our organization for personal gain ....
6.1 General Principle
6.2 Conflicts of Interest
6.3 Gifts and Entertainment
6.4 Insider Dealing ....
6.5 Protecting Company Assets
Annex to the Global Business Standards ("GBS") ..
Global Policy on Anti-Bribery and Anti-Corruption...
Global Policy on Compliance with Antitrust & Competition Laws
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The Fujitsu Way
The Fujitsu Way provides a common direction for all employees of the Fujitsu Group (hereinafter referred
to as “Fujitsu"). By adhering to its principles and values, employees enhance corporate value and their
contributions to global and local societies.
The Corporate Vision of the Fujitsu is that, through our constant pursuit of innovation, we aim to
contribute to the creation of a networked society that is rewarding and secure, bringing about a
prosperous future that fulfills the dreams of people throughout the world.
The Fujitsu Way and the Global Business Standards
Fujitsu believes that integrity is a key factor in sustainable business success.
The Fujitsu Way embodies the philosophy of Fujitsu, its reason for existence, its corporate values and the
principles that govern its business dealings. The Fujitsu Way incorporates the Code of Conduct, which
provides rules and guidelines to be followed by everyone in Fujitsu. The message underpinning this Code
is that we will strive to adhere to the Code of Conduct in any business dealings or actions.
These Global Business Standards are a further development, designed to provide guidance to all of us
working in Fujitsu, wherever we may be in the world, as to how we must act so as to:
m@ Prevent breaches of the law
@ = Maintain our high standards of business conduct
@ Protect Fujitsu's global reputation
All Fujitsu employees must, using the Global Business Standards as a reference point, learn and comply
with the standards and laws that apply to them.
The Global Business Standards apply to all employees in Fujitsu, including directors and officers (who are
together referred to as “employees” in the Global Business Standards), and also extends to anyone
engaged in the business of Fujitsu. The standards are to be applied to all our business operations
throughout the world.
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Global Perspective
In an increasingly globalized and borderless
business world, we must conduct our activities
from a global perspective positioned as a true
global player.
The expression “Think Global, Act Local”
summarizes our vision of becoming a Tier 1
trans-national organization. Success will require us
to conduct our business activities from a global
perspective while being responsive to local needs.
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This philosophy extends to our approach to
compliance. The Global Business Standards
provide a common set of guidelines for our people
across the whole of Fujitsu. Regions will also
develop their own policies and programs to ensure
the effective implementation of the principles of
the Global Business Standards while reflecting the
characteristics of each region, country and
business area.
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Compliance within Fujitsu
Why do we need Global Business Standards?
One of the fundamental principles of the Fujitsu Way is that of “Global Citizenship” - we act as global citizens,
attuned to the needs of society and the environment. We therefore act as responsible members of a global society
based on sound ethics and integrity. The Global Business Standards are designed to help us achieve that objective.
The Global Business Standards govern the Fujitsu's relationships with others including:
Shareholders
Employees
Customers
Suppliers
Governments
Other businesses (including our competitors)
The environment
The community
The Global Business Standards:
™ Provide guidance on how all in Fujitsu is expected to act
® = Are designed to ensure that Fujitsu's excellent reputation is maintained
™ = Are intended to prevent Fujitsu, its people, and all those who come into contact with us, from being exposed
to harm
In a constantly changing corporate and legislative environment, acting with responsibility and integrity requires
ever greater care, and the Global Business Stand ards and associated compliance policies are designed to help us
all to do this.
What are our responsibilities in relation to the Global Business Standards?
The Global Business Standards apply to all employees in Fujitsu, including directors and officers, and to anyone
engaged in the business of Fujitsu.
We must all:
Learn and understand the Global Business Standards and apply them in the course of our roles and our work
Endeavor to understand all relevant laws and regulations that apply to our roles
Endeavor to comply with all such laws and regulations at all times and in every aspect of our work
Communicate to associates about how the Global Business Standards and policies apply to our daily work
Look for opportunities to discuss and address ethics and challenging situations with associates
Never ask another or pressure anyone to do something that we would be prohibited from doing ourselves
Be aware of the limits of our authority and do not take any action that exceeds those limits
Those of us in management or supervisory roles must also:
@ Support a working environment where ethical conduct is recognized, valued and exemplified
m™ Ensure that our employees and teams understand and follow the principles of the Global Business
Standards
™ Monitor and consistently enforce the Global Business Standards
@ Ensure that third parties we supervise understand their compliance obligations
How do the Global Business Standards fit with other policies?
The Global Business Standards cannot describe in detail every Fujitsu policy, standard or practice. The
Global Business Standards provide a framework for more detailed policies, which are developed at Global
and Regional levels to cover aspects of the Global Business Standards in more detail.
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All policies and procedures must be consistent with the principles of the Global Business Standards and
will not depart from or dilute those principles. In the event of any conflict between a Regional or local
policy and the Global Business Standards, it is the principle in the Global Business Standards that will
apply.
How do the Global Business Standards fit with local laws?
Fujitsu does business throughout the world. Employees in Fujitsu are subject to laws and regulations in
many different countries.
The Global Business Standards set the minimum standards that are required across Fujitsu, wherever we
may be working. Where local laws or regulations set lower standards than required by these Global
Business Standards, then the higher standards of the Global Business Standards will nevertheless apply.
If local laws require higher standards than the Global Business Standards, then we must comply with
those higher standards.
Monitoring Compliance and Enforcing the Global Business Standards
Fujitsu adopts a number of different mechanisms to monitor compliance with the Global Business
Standards. These include:
m@ Risk management systems
= Compliance audits
m™ Promoting greater awareness of compliance issues so that violations are more easily recognized and
reported
™ Encouraging the use of appropriate mechanisms (including ’Fujitsu Alert”) for compliance issues and
concerns to be reported
Where concerns about compliance issues are raised, appropriate enquiries and investigations will be
undertaken to determine the facts and make recommendations for any further action.
All of us who work for or on behalf of Fujitsu understand that a failure to follow the Global Business
Standards may result in disciplinary action.
Reporting Global Business Standards violations and non-retaliation
All Fujitsu employees and those engaged in the business of Fujitsu are encouraged to report breaches or
potential breaches of the Global Business Standards of which they become aware.
Reports of actual or suspected compliance breaches can be made in a number of ways, including:
To a senior manager
To a member of the Legal department
To a member of the HR department
To a member of the Internal Audit department
Through local grievance procedures
Through “Fujitsu Alert” - the external Employee Whistle-blowing Line or Web Reporting process
IF you are unsure as to the correct course of action you must seek advice from a senior manager or from
the Legal department.
It is fundamental to Fujitsu’s compliance program that people are able to report actual or suspected
compliance breaches without fear of retaliation. Fujitsu will not tolerate any adverse treatment against
anyone who reports issues or concerns in good faith. Any such retaliation will itself be regarded as a very
serious breach of the Global Business Standards.
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The Integrity Test
SESE Does your decision or action
completely comply with the
yes
Global Business Standards?
Is your decision or action
legal?
no
Never consider doing it!
Where you are unsure whether to take a decision or
action, the Integrity Test will help to guide you.
However, if you are still unsure after applying the test,
then you should seek advice from the Compliance or
Legal department.
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Global Business Standards
1 We respect human rights
1.1 Respect for human rights
Each company of Fujitsu Group (“Fujitsu”) supports the protection and promotion of human rights. We
respect the personal dignity and rights of every individual.
For example, Fujitsu will not:
m= Employ people against their will
@ Knowingly use or tolerate child labor
@ Intentionally breach employment laws in countries in which it operates.
1.2 Discrimination or harassment
Our workforce consists of men and women of many different nationalities, cultures, religions and other
personal characteristics. The diversity of our people is a key strength.
We will not unfairly discriminate on the basis of personal characteristics such as race, color, religion,
creed, sex, age, social status, family origin, physical or mental disability or sexual orientation, nor will we
tolerate any such discrimination.
We will not tolerate harassment based on such personal characteristics or arising from the abuse of
power or control, that adversely affects individual dignity.
Employment decisions will be based on job-related criteria (education, qualifications, and experience)
and on merit (skills, and performance).
1.3 Creating a work environment that promotes trust and respect
Fujitsu is committed to maintaining workplaces that are founded on mutual respect, trust and fair
employment practices. We believe that every employee is entitled to fair treatment, courtesy and
respect.
Managers will be expected to:
Be proactive and encourage open communication
Demonstrate exemplary personal behavior and performance
Demonstrate openness and honesty
Set clear and realistic goals leaving employees with appropriate responsibility and empowerment
Be accessible to employees
Create an environment where the Global Business Standards are always followed, and people are
comfortable with raising issues
@ Report violations or potential violations and encourage others to do so.
Our work environments should be free from harassment or other behavior that leads to a hostile work
environment. Threats, intimidation or violence will not be tolerated in our workplaces or at any off-site
work-related activity.
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2 We comply with all laws and regulations
2.1 Respect and observance of laws and regulations
We will respect and comply with all applicable laws, treaties, government regulations and statutes.
Violation of laws or regulations is unacceptable, even when motivated by devotion to Fujitsu.
We will endeavor to understand all relevant laws and regulations that affect our business and seek to
ensure that we do not, through our actions, violate those laws.
We will also aim to understand and conform to local customs and socially accepted business practices
where these are considered to be consistent with these Global Business Standards, lawful and fair.
We will cooperate with government regulators and be truthful and accurate in relation to any
investigations or enquiries.
2.2 Financial Reporting and Company Records
Shareholders, analysts, customers, creditors and many others rely on Fujitsu to provide them with
reliable information concerning Fujitsu’s operations, performance and outlook. The integrity of our record
keeping and financial reporting is critically important to our credibility and is necessary to prevent
financial irregularities or even fraud.
All records and reports produced within the Fujitsu must be accurate and truthful. This applies equally to
records and reports produced for internal purposes as well as those published or distributed externally.
2.3 Environment and Products
Protecting the environment and conserving natural resources are high priority targets for Fujitsu. To
achieve these targets, our environmental management systems will meet appropriate technical
standards and comply with all relevant laws and regulations.
We will take a precautionary approach to environmental challenges and undertake to promote greater
environmental responsibility. For example:
@ = The worldwide implementation of our Green Policy Innovation project aims to reduce our global CO2
emissions
= During product development, environmentally friendly technical design, technical safety and health
protection are key requirements
m@ = Recycling and energy conservation are also key factors in Fujitsu’s business.
All our products will be produced pursuant to appropriate technical, safety and environmental standards
and will comply with relevant regulations and licensing requirements.
2.4 Health and Safety
Fujitsu is committed to providing a work environment that is safe and protects health and adopts
suitable accident prevention measures. We all have an obligation to comply with health, safety and
security policies, and health and safety issues should be reported.
While on Fujitsu property or while conducting Fujitsu business we will not:
™@ Possess or sell illegal drugs
m@ Engage in the use of illegal drugs
@ Be intoxicated through drugs or alcohol.
This applies to the design of workplaces, equipment and work processes as well as to safety
management and personal behavior in the workplace.
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We must all take personal responsibility for the health and safety of ourselves, our colleagues and all
those who are affected by Fujitsu’s business operations.
2.5 International Trade
The import and export of products and services is heavily regulated. Some products, services, software
and information cannot be supplied or exported to certain countries or customers, or for certain
end-users. Breach of trade controls can give rise to very serious penalties including fines and even
imprisonment of individuals.
Fujitsu will observe and support all laws and regulations governing how companies supply products,
services, software and information.
2.6 Money Laundering
People involved in criminal activity such as terrorism, narcotics, bribery and fraud may try to “launder”
the proceeds of their crimes to hide them or make them appear legitimate. Many countries now have
laws against money laundering which prohibit conducting activities that involve proceeds of criminal
activities and require safeguards to be put in place to prevent inadvertent money laundering.
Fujitsu is committed to compliance with all money laundering and anti-terrorism laws and will conduct
business only with reputable customers involved in legitimate business activities.
3 We act with fairness in our business dealings
3.1 Fair Competition
Competition or anti-trust laws are designed to protect free and fair competition and ensure that the best
interests of the consumer are served. These laws apply in every country in which Fujitsu operates, and
some laws apply across jurisdictional boundaries.
Fujitsu observes fair and lawful competition practices, and complies with all applicable competition or
anti-trust laws wherever it does business.
Anti-trust can be a complex area, and, as in any matter involving legal issues, the advice of the Legal
department should be obtained where any doubts or concerns arise. Examples that often indicate
anti-competitive behavior include:
@ Entering into any arrangement with competitors on sales prices
™@ Agreeing the price at which our resellers sell Fujitsu goods and services
m@ Agreeing not to compete
@ Discussing competitive bids with other bidding companies (bid rigging)
™ Participating in market allocation (agreeing to allocate certain customers or customer groups, or
certain geographies, for example)
™ Agreements as to production or sales volumes
@ Selling goods or services at less than market values in order to hurt competition (dumping).
Anti-competitive behavior has very severe consequences:
m@ For example in the EU fines can be up to 10% of global turnover
Prison sentences for individuals convicted of offences
Being excluded from government contracts
Serious reputational harm
Serious adverse effect on a company’s ability to obtain contracts in the future.
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It is important that any possible breaches of the principle of fair competition are notified immediately to
the legal department or senior management (or through “Fujitsu Alert” if necessary). Many countries
operate leniency programs which can lead to reduced financial penalties for breaches where they are
voluntarily brought to the attention of the enforcing authorities.
3.2 Bribery
Fujitsu competes on the basis of the quality and price of its products, services and solutions. Nobody
within the Fujitsu, or acting on behalf of the Fujitsu, may give or accept, directly or indirectly, a bribe in
any form. “Bribe” means any advantage, whether in monetary or other form.
The making of an improper payment to gain an advantage is never acceptable in Fujitsu, and exposes
the individual and the Company to criminal prosecution.
The following can all be construed as a bribe or improper payment:
@ Giving or promising money, goods or services to a government official or customer employee
™@ Paying a gratuity to officials or employees to expedite an administrative action
m@ Payment of a commission that is disproportionate to the services provided.
We have to take great care in dealing with government officials; in many countries gifts or payments to
government officials are specifically prohibited by law. Some countries also extend such laws to foreign
government officials overseas.
Everyone doing business through consultants, intermediaries or other third parties must endeavor to
ensure that they also comply with the above rules.
3.3 Dealing with Governments
Fujitsu conducts business with national governments and government owned enterprises. In the course
of our work, we frequently interact with government agencies and officials. In every instance,
Fujitsu employees must apply the highest ethical standards and comply with applicable laws and
regulations.
In particular, we must:
=™ Comply with special legal and regulatory requirements that are commonly associated with
government transactions
@ Be truthful and accurate when dealing with government officials and agencies
Ensure that reports, certifications, statements and proposals are current, accurate and complete
m@ Ensure that contractual requirements are adequately identified and understood, and that we do not
materially deviate from contract requirements without written approval of an authorized government
official
@ Avoid any incorrect or unauthorized cost charging on government contracts
m@ Be especially careful when dealing with foreign governments, or governments of developing
countries or emerging markets, which may be less familiar to us.
In the event of contact with a government regulator or enforcement authority, advice should be sought
from the Legal department.
3.4 Fair and Ethical Purchasing
Fujitsu’s suppliers play a critical role in its ability to operate and provide products and services to its
customers. The ethical performance of Fujitsu’s suppliers is scrutinized by our stakeholders, and can have
a direct effect on Fujitsu’s reputation. Any failures by our suppliers to meet our standards will undermine
our own aims for compliance and integrity in our business operations.
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We will choose our suppliers carefully based on appropriate criteria such as service and price, but also on
their ability to comply with all relevant legal requirements. We will also expect our suppliers to act in a
manner that is consistent with the principles and standards in these Global Business Standards.
We will also ensure that Fujitsu does not treat suppliers unfairly or take unfair advantage of its size in
comparison with smaller suppliers.
3.5 Marketing and Advertising
Fujitsu’s reputation is valuable and has been achieved through many years of excellent service and
integrity in its business operations. To maintain our reputation all marketing, advertising and sales
activities must describe our offerings and services legally and fairly. Any practices that are false,
misleading or deceptive are prohibited.
Fujitsu’s brand and trademarks must be used consistently, legally and in accordance with company
policy.
3.6 Political and Media Activity
The laws of certain countries set strict limits on contributions by companies to political parties or
candidates. Violations can lead to serious penalties including fines or imprisonment. It also may affect
Fujitsu’s reputation to be perceived as supporting a particular political party.
We are not permitted to make direct or indirect political contributions to candidates, office holders or
political parties on behalf of Fujitsu unless authorized in writing by a senior level of management.
We should not speak to the media or make statements on behalf of Fujitsu, unless authorized by the
Public Relations office.
4 We protect and respect Intellectual Property
4.1 Protecting Fujitsu IP
Fujitsu’s intellectual property is a valuable asset and an essential management resource underpinning
our business activities and the confidence that our customers place in us.
We will make every effort to obtain and maintain all necessary intellectual property rights including
patents, copyrights and trademarks, and utilize them effectively in growing our business.
In particular we must:
@ = Identify and protect Fujitsu intellectual property
= Comply with all Fujitsu policies concerning the protection of intellectual property
@ Consult with the Legal department before disclosing Fujitsu proprietary information to others or
permitting others to use Fujitsu intellectual property.
4.2 Respect for Third Party IP
Unauthorized use of the intellectual property of others can expose Fujitsu (and individuals within Fujitsu)
to lawsuits, damages, significant fines and criminal penalties.
We respect third party intellectual property and use it only after having properly secured rights to its use.
In particular we must:
™@ Respect valid copyrighted materials and other protected intellectual property of others consult with
the Legal department concerning licences or approvals that may be necessary to use intellectual
property of others
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m@ Put safeguards in place to avoid inadvertent disclosure of proprietary information of any previous
employer
m@ Respect third party intellectual property right handed over for limited purpose under nondisclosure
agreement (please also see Clause 5.3).
5 We maintain confidentiality
5.1 General Principles
The appropriate handling of information is fundamental to our business activities. A careless mistake
that results in information being lost or leaked can lead to enormous damage and loss of reputation. We
must comply with the Fujitsu Global Information Security Policy (which is issued by Fujitsu IT Strategies
Unit), and with the related rules for handling different types of information. In addition, we are conscious
of the vital importance of data security in our daily work so as not to unintentionally lose or leak
confidential information or personal data.
5.2 Protecting confidential Company information
The Fujitsu information that we have access to in our daily work is considered confidential. It is also
critical to our success. Confidential information includes information on matters of business, pricing,
research and development, products, manufacturing, human resources, internal reporting figures and
know-how.
We must:
m@ Take adequate steps to secure and protect Fujitsu’s confidential information
m@ Ensure that we do not disclose such information to anyone outside the company without following
correct procedures (for example ensuring that there is a binding non-disclosure agreement in place)
@ Only use Fujitsu’s confidential information for purposes of the business of Fujitsu
=™ Only make records, copies or databases of Fujitsu information where directly necessary for Fujitsu
business
™ Respect and protect Fujitsu’s confidential information even after our employment with Fujitsu has
ended.
5.3 Protecting confidential Customer or Third Party information
Information from our customers or business partners must be handled and used appropriately in
accordance with the terms and conditions defined and specified in each contract with them, including
terms and conditions related to the intended use, management and duration of confidentiality of such
information.
We therefore handle such third party information appropriately at all times and we will not break
contractual obligations to preserve confidentiality.
5.4 Handling personal data
Fujitsu is committed to protecting the personal data of its employees, customers, suppliers and others in
accordance with local laws. In gathering and keeping personal data for any purpose, we will handle,
manage and use such personal data appropriately and in accordance with all relevant laws and
regulations.
In particular we will:
™ Endeavor to learn and understand laws and regulations relating to personal data that affect our work
activities
Understand and comply with Regional data protection policies
Collect, use and process personal data for legitimate business purposes only
Use anonymous data instead of personal data where appropriate
Limit access to personal data to those who need it for a legitimate business purpose
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Take care to prevent accidental loss or destruction of personal data
Take immediate action if we learn of a violation or loss of personal data
Watch for inadequate controls over personal data
Transfer personal data between countries lawfully and subject to appropriate safeguards.
6 We do not use our position in our organization for personal gain
6.1 General Principle
We must not use our position, role, corporate information, corporate facilities or assets, or act in a way
contrary to our corporate obligations, to seek or gain benefits for ourselves, our relatives, our friends or
other third parties.
6.2 Conflicts of Interest
All those working in or on behalf of Fujitsu must ensure that nothing they do, at work or outside work,
conflicts with their responsibilities to Fujitsu. We must all aim to avoid any situation where our own
interests may impair our ability to make unbiased decisions on behalf of Fujitsu. Even the appearance of
a conflict can be damaging. Where potential conflicts cannot be avoided, they must be carefully
managed.
Areas to watch for include:
™ Outside business activities or financial interests that may present a conflict, or the appearance of
one
m@ The use of Fujitsu time, resources or facilities for activities other than Fujitsu business (including civic,
charitable or non-profit activities, for which line manager permission should always be obtained)
@ Taking personal advantage of an opportunity that is discovered or advanced through Fujitsu work
™ Accepting officer or director positions with an outside business (even with not-for-profit
organizations, where Fujitsu support may be sought or expected)
@ Gifts, discounts or entertainment offered by customers or potential customers
= Dealing with businesses owned or managed by friends or family
@ Hiring, promoting or directly supervising a family member or close friend.
All employees must proactively disclose to their manager any actual or apparent conflict, so as to work
with the manager to discuss, document and manage such conflicts effectively.
We must not engage in activity outside work that damages the Fujitsu reputation. For example, we
should not post inappropriate messages about the Company on online bulletin board or networking
sites,
6.3 Gifts and Entertainment
Employees must ensure that they are fully aware of and understand their Regional Gifts and
Entertainment Policy before
@ Giving or accepting any gift
m@ Engaging in customer entertainment
— Giving or receiving any other benefit.
Employees may accept gifts or benefits of modest value that are within a reasonable and acceptable
range under the Regional policy, subject to prior approval by their manager.
If there is any risk that the gift, entertainment or other benefit may create the appearance of impropriety,
then it must not be offered, or must be politely declined.
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6.4 Insider Dealing
Insider dealing laws prohibit the buying and selling of securities in companies, based on material
information that is not available to the public. Fujitsu is committed to supporting fair and open securities
markets throughout the world.
Nobody working in or on behalf of Fujitsu is permitted to trade stocks or other securities using
undisclosed “insider” information gathered in the course of their employment from Fujitsu or from third
parties. Nor may any such information be disclosed to others.
To comply with this principle:
m@ It is prohibited to buy or sell the securities of any company (including Fujitsu) either directly or
through others, with knowledge of inside information about that company
™ No recommendations or suggestions should be made to others based on inside information
= Company information must be kept confidential.
6.5 Protecting Company Assets
Fujitsu assets are provided to help achieve our business goals. Damaged, stolen, misused or wasted
company assets have a negative impact on the operational and financial performance of Fujitsu, and
therefore on all of us individually. We will not use, sell, lease or dispose of any company assets, includi ng
software, hardware, or other equipment or facilities, for any purpose other than transacting or
undertaking the business of Fujitsu.
Company assets must be used for legitimate business purposes only. There is a strict prohibition on the
use of any company equipment or system for accessing, retrieving or transmitting any inappropriate or
offensive material. Local IT policies provide further details and all employees have a personal obligation
to ensure that they are aware of and understand their relevant IT policy.
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Annex to the Global Business Standards ("GBS")
This Annex is complementary to Section 3.2 (“Bribery”) and 3.1 (“Fair Competition”) of the GBS and
constitutes an integral part of GBS. Unless otherwise set forth herein, all the provisions in the GBS will
apply to this Annex.
Global Policy on Anti-Bribery and Anti-Corruption
1. Prohibited Payments
Fujitsu competes on the basis of the quality and price of its products, services and solutions. Nobody
within the Fujitsu, or acting on behalf of the Fujitsu, may give or accept, directly or indirectly, a bribe in
any form. “Bribe” means any advantage, whether in monetary or other form.
The making of an improper payment to gain advantage is never acceptable in Fujitsu, and exposes the
individuals and Fujitsu to criminal prosecution. Many countries have adopted laws banning bribery by
companies, in conformity with internationally agreed anti-corruption standards. Some of these laws,
such as the UK Bribery Act and the US Foreign Corrupt Practices Act, have global application and are
vigorously enforced.
The following can all be construed as a bribe or improper payment, but this is not a complete list, each
potential Bribe has to be considered in its own circumstances to determine if it is prohibited by this
policy:
@ Giving or promising money, goods or services to a government official or customer employee
Paying a gratuity to officials or employees to expedite an administrative action
Payment of a commission or fee that is disproportionate to the services provided.
Lavish or excessive entertainment, hospitality or gifts
Contributions to a political party, candidate or campaign
Charitable donations to organizations associated with, or at the request of, government officials or
customers
Certain circumstances may be warning signs that a payment is improper, and require us to use extra
caution to ensure that no bribe or improper payment is made. The following are some examples of such
circumstances:
@ Weare doing business in a country that has a reputation for corruption.
@ A consultant, agent or other third party asks for an unusually large fee or an increase in a
previously-agreed fee to close a deal.
@ The reputation of the consultant, agent or other third party is questionable.
m™ Weare asked to make a payment to an individual, in another country, to a numbered bank account
or to pay in cash.
m@ Weare asked to make a political or charitable contribution or to use a particular subcontractor.
m@ The payment, gift, or entertainment would appear to influence the recipient’s objectivity.
m@ The payment, gift, or entertainment does not appear to have a business purpose or may appear to
have a private purpose.
m™ We would be embarrassed if the payment, gift or entertainment were made public.
2. Government Officials
We have to take great care in dealing with government officials; in many countries gifts or payments to
government officials are specifically prohibited by law. Some countries also extend such laws to foreign
government officials overseas.
The following are some examples of government officials under the anti-corruption laws of countries in
which Fujitsu does business:
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Employees of state-owned enterprises
Employees of publicly-listed companies where there is government control or significant ownership
A professor at a state university
A doctor or nurse at a government-run health care facility
Family members of public officials
Political party officials or candidates for political office
Employees of international organizations, such as the United Nations, World Bank or International
Monetary Fund
All gifts to government officials are prohibited unless they are lawful and customary in the applicable
country, of nominal value, and approved in advance by regional management in accordance with the
applicable authority limits set by the Company. Gifts cannot be made under local business practices that
ignore or condone bribery.
Payments for bona fide business expenses incurred by government officials (such as travel, lodging and
meals) that are related to the promotion, demonstration or explanation of products or services, or to the
execution or performance of a contract, may be permissible, but only if they are reasonable, necessary,
and approved in advance by regional management. Expenditures for first class airfare, spouses and
family members, side trips, leisure activities, stipends and spending money are not considered to be
reasonable and necessary.
3. Accounting and Bookkeeping Requirements
To ensure compliance with anti-corruption laws and company policies, all business transactions must be
properly authorized, and must be completely and accurately recorded in our books, records and accounts.
Fujitsu’s books and records must be maintained with sufficient detail to accurately and fairly reflect
transactions and the disposal of assets, including recording a proper measure of value and the time
period when the transaction occurred.
It is expressly forbidden to make false or misleading entries in the Company’s books, records and
accounts, including entries that fail to reflect improper transactions (e.g., kickbacks and bribes) and/or
entries that are falsified to disguise Bribe and/or failing to make entries of payments by or to the
Company. No payment on behalf of Fujitsu shall be approved or made with the express or implied
agreement that any part of such payment is to be used for any purpose other than the purpose described
by the documents supporting the payment. Additionally, no secret or unrecorded fund or asset shall be
created or maintained.
With the exception of normal and customary petty cash requirements, transactions which use notes and
coins and not electronic transfers, cheques or similar instruments in connection with Fujitsu’s business
are not permitted.
4. Third Parties
Everyone doing business through consultants, intermediaries, subcontractors, distributors, partners,
agents or other third parties must endeavour to ensure that they also comply with the above rules. Both
individuals and Fujitsu can be held legally accountable for the actions of such third parties. We cannot
use a third party to do something we cannot do under the GBS or this Annex.
We will not do business with any third party unless and until appropriate due diligence is performed and
a written agreement is duly executed by the parties. The agreement must include a commitment by the
third party to comply with and to demonstrate its commitment to applicable anti-corruption laws and
Fujitsu’s anti-corruption policies.
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We will be vigilant in monitoring the activities of third parties on an ongoing basis. Excessive, false, or
inadequately described payment requests, unusual or overly generous subcontracts, unusual or
incomplete documentation and refusals or failures to provide requested documentation may be signs of
Bribe by third parties. We will insist on documentation or justification before paying expenses, and
question any unusual or excessive expenses. Employees must notify an appropriate member of the
Compliance Officer or Legal department if they suspect that the third party has made or will make a
Bribe.
5. Training and Compliance
Fujitsu will provide periodic training to explain and reinforce the importance of complying with the
anti-corruption policies and procedures. We will also distribute to, and obtain from, relevant employees
and third parties a certificate of compliance with applicable anti-corruption laws, and we will maintain
the certifications in our files for at least five years.
The Legal department is available to address any doubts or concerns about whether a transaction is
prohibited under the anti-corruption policies and procedures or applicable anti-corruption laws.
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Global Policy on Compliance with Antitrust & Competition Laws
Background
@ Over 100 countries have competition laws. Competition laws apply outside a government's
boundaries.
= Competition authorities around the world are increasingly aggressive in investigating and
prosecuting violations of antitrust and competition laws worldwide.
@ Violations can result in large fines for the company, fines and imprisonment for individuals and
private litigation.
2. What do antitrust and competition laws prohibit?
Competition laws generally prohibit business practices that restrain trade.
a) Price Fixing Agreements Strictly Prohibited.
Agreements among competitors relating to prices or any factors related to prices are strictly
prohibited around the world (including, for example, terms and conditions of sale, list prices,
discounts, price and discount ranges, minimum prices, prices for specific customers or bids, price
stabilization, credit terms, customer allocation, production volumes or restrictions on output). A
prohibited agreement need not be express, formal or documented; antitrust and competition laws
prohibit tacit price fixing agreements and agreements that are oral. In addition, the definition of
what constitutes an agreement may be interpreted differently in different countries and
sometimes cover broader conduct than those in other countries.
b) Information Exchange Among Competitors Prohibited.
In addition to price fixing agreements, antitrust and competition laws generally prohibit the
exchange among competitors of their non-public commercial information of the following types
concerning their products and services:
™@ Future prices or pricing strategies;
™ Customer negotiation status and strategy;
™@ Discounts, sales incentive plans, rebates;
@ Internal market forecasts;
@ Capital expenditure plans, new product development, new technologies; and
@ Inventory levels, production capacity and utilization, Future sales quantities or orders.
Information exchange among competitors can give rise to serious antitrust and competition law
issues even in the absence of a price fixing agreement. Even simply receiving non-public
commercial information from a competitor can create substantial antitrust risk.
3. Interaction with Competitors
Interaction with competitors is inherently risky and should be avoided except in limited circumstances
where the interaction is necessary for a legitimate business purpose. For example, forums, seminars,
workshops and best practice groups focusing on industry sectors, standards groups that have anti-trust
counsel, as well as trade fairs and meetings of legitimate trade associations often involve interacting
with competitors but can nonetheless serve important business goals. However, such encounters also
create an opportunity for communications that do not serve legitimate business purpose but do create
antitrust and competition law risk.
Fundamentally, employees who interact with competitors - for any reason, in any environment, even if
the competitors are your personal friends, ex-colleagues or family members, must not discuss sensitive
commercial information. There must be no agreement or exchange of competitive information.
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Certain types of competitor interactions give rise to the greatest risk because they create an opportunity
for prohibited agreements or information exchange. Even in the absence of prohibited conduct, certain
types of interactions with competitors may create the appearance of improper conduct, including:
@ Informal meetings, gatherings of competitors, or courtesy visits to or by competitors;
™ Repeated social gatherings with competitors (including activities such as golf, dinners, clubs); or
@ Direct contacts such as e-mail messages, text messages, or telephone calls.
Even when interactions among competitors begin as merely social contacts, over time repeated
interactions can cause the relationship of the parties to change and can result in prohibited conduct and
information exchanges described above.
Fujitsu Group employees must notify an appropriate member of the Compliance or Legal department if
they have regular interactions of any kind with competitors.
4. Penalties for Violations are Severe
The penalties for anticompetitive conduct are severe. Violations can result in large fines for the
company, fines and imprisonment for individuals and private litigation. Anticompetitive conduct never
makes financial sense for the company or any individual employee.
For example:
@ Individuals in various countries have received prison sentences for engaging in, or directing,
violations of antitrust law.
= Competition enforcement authorities around the world have imposed massive, and ever increasing,
fines on companies that have engaged in anticompetitive conduct. Several mobile operators were
fined € 50m for participating in a single meeting involving the exchange of competitive information.
Other companies have been fined hundreds of millions of dollars for patterns of conduct involving
information exchange and anticompetitive agreements.
@ Findings that a company has engaged in anticompetitive conduct can have serious operational
impacts, including difficulty in securing government contracts, reputational harm, and loss of trust
with customers and suppliers.
5. Responding Appropriately When an Issue Arises
In order to avoid placing yourself or your company at risk, please follow the below rules:
™ Never make any agreement with a competitor about price or any term of sale (unless as part of
some legitimate joint commercial activity that has been reviewed and approved by the Legal
Department)
m@ Never provide a competitor with sensitive commercial information about our products, prices, sales,
discounts, production, business, or customers.
™ Ifyou receive any such information from a competitor, or if you are ever approached by a competitor
seeking to exchange any such information, please immediately report this to the Legal or
Compliance Department.
m™ Always make sure that the source of information about competitors is clear when you receive such
information from dealers, customers or other legal sources.
m@ Never verify or check information gained from a public source or customers with a competitor.
m@ Be careful at meetings which are attended by competitors and leave if there are questionable
discussions.
It is critically important that you proactively report any potential issue to the Compliance or Legal
Department when it occurs. Most countries have programs that provide significant legal protection to
the first company that reports a potential problem (“amnesty" or “leniency” program). If an issue arises,
we may be able to mitigate the impact on the company by addressing the situation promptly. If we do
not do so, our competitors would likely do so instead.
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Revision Records
Version When
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Note
V1.0 November, 2010
Vid May, 2011
V2.0 December, 2012
published in Global Business Group
modified the photo of head of BG on the page of top management
message
+ added Annex - Global Policy on Compliance with Antitrust &
Competition Laws
+ replaced name of BG to “Fujitsu” to unify GBS in all Fujitsu
+ deleted the page of top management message
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