Ryohin Keikaku Co., Ltd.

Governance

Compliance

Contents

Code of Conduct

Code of Conduct

  1. Quickly and carefully respond to customer needs
  2. Think and act globally
  3. Prosper together with local communities
  4. Act sincerely and honestly
  5. Be open to communication
Our Corporate Purpose

Compliance Code of Conduct

Ryohin Keikaku Group Compliance Code of Conduct

Goals

We established the Ryohin Keikaku Group Compliance Code of Conduct to ensure that executives and employees understand the importance of complying with laws, regulations and corporate ethics based on our corporate philosophy and to fulfill our corporate social responsibility.

Basic Approach

Act sincerely and honestly

  1. Comply with domestic and international laws and regulations and internal company rules
  2. Act with good sense and responsibility as a member of society
  3. Earn the trust of all those associated with Ryohin Keikaku
  4. Take a firm stand against anti-social forces and do not provide any benefits to them
Compliance-Related Matters
  1. Products and services
    1. We aim to provide products and services from the customer’s perspective.
    2. We will ensure that products meet the safety and quality standards set forth in relevant laws and regulations.
    3. In the unlikely event of an accident or problem with a product or service, we will immediately take appropriate actions.
  2. Fair transactions
    1. Ryohin Keikaku and its partners are aware of their corporate social responsibility. As such, we ensure compliance with laws and regulations. We will respect the characteristics and culture of each region, take the global environment and work environment into consideration, and work to improve the safety of our products.
    2. We engage in fair transactions for necessary materials and services with appropriate quality, price and delivery dates.
  3. Respect for colleagues
    1. We aim to achieve lasting happiness for our colleagues.
    2. We promote the mental and physical comfort, enrichment and professional growth of all employees.
    3. We respect the individuality, human rights and privacy of our employees. We also work to eliminate discrimination and do not tolerate harassment of any kind.
    4. We respect diversity in terms of gender, nationality, ethnicity, religion, etc., and aim to learn from our differences and help each other grow.
  4. Respect for the environment
    1. We will restrict or discontinue the use of substances suspected of having a serious impact on the human body and the environment, and, if used, we will immediately disclose information about those substances.
    2. We strive to ensure the traceability of natural materials.
    3. We strive to reduce waste by standardizing modules, ensuring separability, and by simplifying packaging.
  5. Communication
    1. We will disclose useful and reliable information to our shareholders, investors, co-workers, customers, partners and local communities, not only what is required by law, but also information we believe is valuable.
    2. We will not conceal any improper matters from internal or external parties.
    3. Employees are encouraged to report and consult with their superiors and colleagues immediately in the event of any misconduct or legal violations or discovery of any facts that may harm the Company or society. If this is either not possible or the issue cannot be resolved, employees will contact the Ryohin Keikaku Group Helpline. We do not allow whistleblowers to suffer any disadvantage as a result of making a report.
  6. Information management
    1. We will take great caution in handling and protecting the personal information of our customers.
    2. With regard to information such as intellectual property rights, know-how and confidential business information, we shall comply with the relevant laws/regulations and rules, respect the rights of third parties, and, at the same time, strive to protect our own assets.
    • The Ryohin Keikaku Group Compliance Code of Conduct is posted on the Company intranet as well as printed in a booklet distributed to directors, corporate auditors, executive officers and employees. The Group Compliance Code of Conduct is reviewed by the Board of Directors from time to time, and the decision to revise or abolish parts of the code is made after full discussion at Board meetings.
    • The Compliance and Risk Management Committee, which meets regularly, reviews the status of compliance with the Group Compliance Code of Conduct, investigates any violations, identifies the details and causes in the case of a violation and considers measures to prevent recurrence. In addition, the Compliance and Risk Management Committee regularly verifies the effectiveness of the Group Compliance Code of Conduct.
    • In 2025/8, there were no significant non-compliance incidents in relation to the Group’s business operations. We have also confirmed that no political contributions were made. The number of non-compliance cases in 2025/8 was 34. Concerning these cases, we notified the entire Company of the details, and promoted awareness of the importance of compliance through internal training courses.

Employee Helpline

  • Ryohin Keikaku has established the Ryohin Keikaku Group Helpline as a whistleblowing system to prevent serious issues associated with its business activities, including compliance violations, corruption, human rights issues (including harassment), and any other activities that violate (or may violate) the Group Compliance Code of Conduct.
  • This helpline is available to all employees of Ryohin Keikaku and its domestic and overseas subsidiaries. This includes directors, regular employees, contract employees, partner employees, part-time workers and temporary employees.
  • Employees may report and consult anonymously. Privacy of those who report or consult is protected, and we prohibit any adverse treatment of persons making consultations or reporting to the hotline.
Ryohin Keikaku Group Helpline

Anti-Corruption Measures

Ryohin Keikaku Group Anti-Bribery Regulations
The Ryohin Keikaku Group has established anti-corruption regulations (Ryohin Keikaku Group Anti-Bribery Regulations and Anti-Bribery Guidelines) approved by the Board of Directors. Our aim is to prevent bribery of public officials and ensure compliance with anti-corruption laws and regulations with regard to entertainment, gifts, invitations, donations, facilitation payments, insider trading, money laundering, embezzlement and obstruction of justice. Bribery is explicitly prohibited in these regulations. Entertainment, gifts, invitations and donations are subject to the prior approval of either the relevant division manager or the chairperson of the Compliance and Risk Management Committee, and are approved only when they are not acts of bribery. In addition, employment regulations prohibit corrupt practices by stipulating that employees shall not offer improper entertainment-related gifts, lend or borrow money or goods, or give or receive money or goods improperly in the course of business. If a division head or the president of a Group company becomes aware of a violation of the regulations, they must immediately report it to the Compliance and Risk Management Committee, which will then promptly take appropriate action.
Auditing System
In accordance with the Ryohin Keikaku Group Anti-Bribery Regulations, the Audit Office conducts annual audits covering all business operations to ensure that the Company’s various anti-corruption measures are properly implemented. Results are shared with management, including corporate auditors, and we work with relevant divisions to consider improvements and monitor progress. If any issues are found as a result of the audit, the Compliance and Risk Management Committee considers countermeasures. If an anti-corruption violation is identified, it will be promptly reported to the Compliance and Risk Management Committee, which also reports to the Board of Directors, to discuss how to address the situation as well as how to improve the regulations themselves.
The Compliance and Risk Management Committee has created a risk management list to help each department recognize possible risks and understand how to respond to them. The risk management list corresponds to Ryohin Keikaku’s operations manual, ensuring that information on specific responses and measures is easily accessible. In addition, each department periodically reviews and updates the list. The risk management list includes anti-bribery and anti-corruption items, which are assessed and managed by each department as risks.
Code of Conduct for Production Partners
The Ryohin Keikaku Group’s business partners pledge to comply with the Code of Conduct for Production Partners when doing business with Ryohin Keikaku. The code of conduct requires business partners to maintain a sound and normal relationship with political and governmental authorities; that is, not to engage in any form of bribery, corruption, racketeering or embezzlement, and to put in place appropriate procedures to prevent bribery in all commercial transactions. In addition, business partners have pledged to accept our investigations to verify compliance with the code of conduct and to allow third-party factory audits (social audits) as part of Ryohin Keikaku’s sustainability activities. Business partners also agree to take immediate corrective action and provide evidence of such action to Ryohin Keikaku if a violation of the code of conduct is determined. Business partners include all entities that do business with the Group, such as factories, intermediaries and distributors.
Compliance Training
The Ryohin Keikaku Group provides annual compliance training to all employees (including partner employees and part-time workers) to ensure strict compliance and the prevention of corruption. Topics covered include anti-corruption and anti-bribery, harassment prevention and contracts and transactions. Our goal is to promote awareness of our anti-corruption policies.
Anti-Corruption Violations
In 2025/8, no employee was disciplined or dismissed for violation of anti-corruption policies or for violation of other rules related to corruption as set forth in the employment regulations. In addition, Ryohin Keikaku has not paid any fines, penalties or settlements in connection with corrupt practices.

Code of Conduct for Business Partners

Code of Conduct for Production Partners
Compliance | Ryohin Keikaku Co., Ltd.