We Commit to Fair Business

Our drive for growth must be balanced by operating ethically and fairly. Giving and receiving modest hospitality, entertainment or gifts is not against our policy if the hospitality, entertainment or gift is not meant to improperly influence the recipient.

• We understand and comply with applicable anti-bribery and anti-corruption laws, including the Japanese Unfair Competition Prevention Act, U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act and all applicable local laws.
• We will not give, receive, or promise a bribe to or from a government official or an individual in the private sector.
• We do not use other people to do things we cannot do under our Code or the law.
• We use only third parties including agents, consultants and distributors who have a reputation for ethical business practices, and only after having obtained internal approval through a due diligence process.
• We conduct due diligence before an acquisition or investment to determine whether the target company is at risk for corruption.
• We always have a legitimate business purpose for giving gifts and hospitality.
• We do not make even small payments (facilitation payments) to government officials to speed up administrative processes.
• We prepare and maintain accurate books and records of all payments to avoid even the appearance of a bribe

We report all requests for bribes to Legal or Ethics and Compliance.

What is a Bribe?

A Bribe is anything of value offered to obtain or retain business or license, expedite government action or to obtain an improper benefit.

Red Flags for Bribery

• We are doing business in a country that has a reputation for corruption.
• A third party asks for payment to be made in a different country, to another party or in cash.
• A government official designates a specific third party as our agent to help close a transaction.
• A third party has a questionable reputation.
• A government official demands a payment to avoid a fine or penalty.

• A third party has a close relationship with a government official, through family or business.
• A government official asks for a charitable or political contribution or requests a specific subcontractor.

If you suspect an unfair business practice has occurred, or just are not sure, get help from Legal or the Ethics and Compliance Office.

• We provide and accept gifts, entertainment and hospitality only if they are reasonable and appropriate.
• We do not provide or accept gifts or entertainment that may create undue influence or that may be lavish or otherwise inappropriate.
• We understand the gifts provided by others on our behalf must comply with our policies.
• We understand that gifts to government officials may be restricted, so we check and follow our policies before providing a gift, entertainment or a meal.
• If we receive any gift, favor, or entertainment that may be lavish or inappropriate, we decline it and report it to our supervisor.
• We do not solicit gifts, entertainment or hospitality as a precondition for doing business.

We always record gifts and entertainment given correctly and fully.

Always ask yourself the following questions on gifts or entertainment:

• Does our policy allow for the gift?
• Is the gift to someone who could be considered a government official? If so, additional approvals may be required.
• Is the gift to someone who could be considered a government official? If so, additional approvals may be required.
• Does the recipient’s code of conduct limit gifts or entertainment?
• Would the gift or entertainment appear to influence your or the recipient’s objectivity?
• Would you be embarrassed if the gift or entertainment was made public?

If you answer yes or maybe to any of these questions, check with your manager, Legal or Ethics and Compliance and get help before you proceed.

Moving our intellectual property and tangible goods across international borders means paying close attention to our obligation to comply with applicable export and sanctions laws and regulations.

• We make sure all imports and exports are accurately classified and labeled and we receive necessary approvals.
• We make sure to receive necessary approvals when we introduce technologies to specific persons or countries.
• We consult Legal and other related departments before we seek licenses, prepare to import or export new or unfamiliar items, trade with a new country, or exclude a specific country from trade such as a “boycott.”
• We do not conduct any prohibited business transactions with countries, regions, groups, or persons subject to economic sanctions stipulated by applicable laws and regulations.

What are sanctions?

Sanctions are laws that prohibit sales or purchase of various goods or doing business with specific persons or countries.

Money laundering is the attempt to hide the source of illicit or illegal funds through transactions that appear to be legitimate. When dealing with our customers and business partners, we make sure we do not aid covering up the source of illegal funds through our business.

• We understand and look for red flags for money laundering when dealing with payments to our business partners.
• We conduct “Know Your Client” procedures on potential business partners or target companies.

If we become concerned about any transactions, we immediately contact Legal or Ethics and Compliance.

You are requested to provide:

• Payment in a currency other than that specified in the contract.
• Payment to countries with no relation to the contract.
• Payment in cash.
• Payment to others who are not part of the agreement.

Any other odd or uncommon payment requests.

The SoftBank Group is committed to conducting its business in an ethical and lawful manner. We only deal with companies that conduct legal business activities.

• We do not conduct business with anyone involved in terrorist organizations, organized crime groups or other criminal elements.
• We immediately sever relations with anyone discovered to be involved with those groups.