Shionogi Group Anti-Corruption/Anti-bribery Policy

I. Preamble (Purpose)

Shionogi & Co., Ltd. (“Shionogi”) is globalizing its corporate policy as it expands its operations into additional countries.  The company’s diverse international activities should function as an integrated whole (the “Shionogi Group”).  The Shionogi Group must operate in a controlled, ethical and compliant manner. 

In particular, the Shionogi Group considers the fair dealing and fair competition one of essential elements of compliance as the practices of reliance as stated in its Group Compliance Policy as well as Group Code of Conduct (3. Fair business practices).

Since the enactment of OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions in 1997, major member countries ratified the convention and enacted implementing their national legislations corresponding to the convention including Foreign Corrupt Practices Act (“FCPA”) in the United States of America and Anti-Bribery Act in the United Kingdom as well as Article 18 (Prohibition to Provide Illicit Gain, etc. to Foreign Public Officers, etc.) of Unfair Competition Prevention Act in Japan.

Therefore, Shionogi hereby declares its policy on anti-corruption/anti-bribery.

II. Scope

This policy is applicable to whole Shionogi Group companies and its directors, officers, employees, consultants and contractors working on Shionogi’s behalf.

III. Responsibility of Group Companies

a.
We develop and maintain its own rules or the like on anti-corruption/anti-bribery respecting and reflecting the spirit and concept of this policy and considering the social, regulatory and legal situation surrounding the Shionogi Group on anti-corruption/anti-bribery.
b.
We establish and maintain its own system to ensure that such rules or the like on anti-corruption/anti-bribery are observed by its directors, officers, employees, consultants and contractors working on its behalf.

IV. Definitions

a.Bribery:
The promise, offer, solicitation or payment of any value item or service, whether directly or through intermediaries, for the purpose of obtaining or retaining business, or for an improper business advantage.  For the purpose of this definition, Shionogi recognizes that Facilitating Payment (hereinafter defined) is basically deemed as a type of Bribery in certain laws, rules and/or regulations in certain country or jurisdiction.
b.Facilitating Payment:
A certain type of payment made to a Government Official (hereinafter defined) that acts as incentive for the Government Official to complete some action or process expeditiously, to the benefit of the party making the payment.
c.Government Official:
Any individual employed by, or under contract with, a government of any country, including national, regional and local elected and appointed government officials, members of political parties and candidates for elective office, Healthcare Professionals (hereinafter defined) employed by a government-owned or government-run entity, and those employed or engaged by quasi-government entity (such as the World Health Organization or the United Nations).
d.Healthcare Professionals:
A physicians, nurse, pharmacist, allied health professional, or other medical professional licensed by a government of any country to provide medical or health services.

V. Policy Statements

a.
We do not provide, offer or promise to provide Government Officials, or any individual or entity, whether public or private, with any Bribery. We also do not accept any Bribery from individuals, entities or Government Officials.
b.
We maintain fair and sound relationships with all business associates and Government Officials in order to fully comply with any and all laws and rules on anti-corruption/anti-bribery.
c.
If any request or demand to provide any Bribery, or other threats, harassment, or coercion, is made by any individual, entity or Government Officials towards Shionogi personnel, we will refuse such request, demand, threat, harassment or coercion by firm attitude.
d.
We check and examine the rules and/or standards of any organization or facility to which Government Officials belong, and do not do any act that deviates from such rules and/or standards in order to secure the compliance with any and all laws and rules on anti-corruption/anti-bribery.
 
Established as of the 1st day of April, 2014
Revised as of January 1, 2022