Compliance

Basic Approach

We position corporate governance as a core management oversight function. Based on our recognition that it is an indispensable function for continuously enhancing corporate value, we strive to strengthen and enrich our corporate governance system.
Furthermore, to fulfill our accountability to shareholders and the entire investment market, we believe it is extremely important to ensure prompt and appropriate information disclosure, as well as transparency and fairness in our decision-making.
Regarding compliance, which supports corporate governance, we interpret its essence by returning to its literal meaning: "meeting societal expectations". Consequently, we do not view mere compliance with laws and regulations as an end in itself; rather, we consider it a prerequisite and a necessary means to realize our corporate philosophy and to resolve social issues through our business. Moreover, we recognize that gaining the trust of our stakeholders, including shareholders and business partners, through the thorough implementation of this compliance system is a critical management priority.

Oisix Group Code of Conduct

Our Group upholds the "Oisix Group Code of Conduct" as a standard to be complied with by all officers and employees. By each and every individual practicing their daily duties with high ethical standards, we will resolve food-related social challenges.

Oisix Group Code of Conduct

What is the Oisix Group Code of Conduct?

The purpose of this Code is to help each and every one of us working in the Oisix Group understand and comply with the laws, regulations, social norms, and corporate ethics that we must observe, thereby fulfilling our corporate social responsibility.

1. Fair Transactions

(1) In conducting transactions, we shall comply with laws and regulations such as the Antimonopoly Act and the Act on Optimization of Subcontracting Transactions for Small and Medium Enterprises, strive for fairness and transparency, and refrain from acts that unjustly prejudice the interests of customers and business partner personnel (hereinafter referred to as "Business partners, etc."), such as cartels, bid-rigging, or abuse of a superior bargaining position.
(2) When providing premiums, such as goods or money, to customers, we shall comply with the restrictions stipulated by the Act against Unjustifiable Premiums and Misleading Representations.
(3) Regarding advertisements and representations of products, etc., we shall comply with laws and regulations and strive to provide appropriate information based on objective facts so as not to unjustly induce customers or cause misunderstanding.
(4) We shall not engage in acts such as providing inappropriate gifts, entertainment, or money (hereinafter referred to as "Entertainment, etc.") to Business partners, etc., that exceed socially acceptable limits.
(5) We shall not utilize our official authority or position to demand the provision of entertainment, money, or goods from Business partners, etc.
(6) We shall not utilize our official authority or position to unjustly obtain personal benefits.
(7) We may accept Entertainment, etc. from Business partners, etc. only if the expenses are within socially acceptable limits and prior permission has been obtained from either the Department Manager, the Risk Management Committee, or the Officer in Charge.
(8) We shall maintain appropriate relationships with politics and government administration, and shall not engage in any corruption or bribery, such as providing or receiving inappropriate gifts or entertainment to or from public officials, etc., regardless of whether a specific request has been made.
(9) Even in cases where there is no conflict of interest with our duties, we shall not provide excessive entertainment or gifts to public officials, etc.

2. Respect for Individuals

(1) We will establish an open corporate culture and environment where diverse human resources respect one another, demonstrate their abilities, and thrive under fair opportunities.
(2) We do not engage in unreasonable discrimination or harassment based on race, creed, gender, social status, age, nationality, values, or the presence or absence of a disability.
(3) We will comply with international norms and relevant laws and regulations, and respect human rights throughout the entire supply chain, including the elimination of all forms of discrimination based on race, gender, etc., the prohibition of forced labor and child labor, and the protection of fundamental labor rights.

3. Consideration for the Natural Environment and Contribution to Sustainability

(1) We shall perform our duties with due consideration for the natural environment.
(2) We will utilize resources and energy efficiently, and bear in mind the reduction, effective utilization, and recycling of waste.
(3) To achieve a sustainable future for food, we will leverage technologies such as foodtech to address and resolve various food-related social challenges, including the global increase in greenhouse gas emissions, the decline in crop production efficiency caused by climate change, and the increase in food waste.
(4) Under our corporate philosophy of "Farm for Tomorrow, Table for Tomorrow," we will constantly evolve the methods used to connect consumers and producers, aiming to realize a sustainable society.
(5) To realize our corporate philosophy, we will promote activities through our business and social initiatives so that we can contribute to the development of local communities.

4. Information Disclosure

(1) We shall disclose information in accordance with laws, regulations, the Securities Listing Regulations established by the stock exchange, and the company's "Disclosure Policy."
(2) Even for information that does not fall under the timely disclosure rules, we will strive to disclose information promptly, accurately, and fairly to meet the expectations of our shareholders and investors.
(3) In tandem with timely disclosure and information dissemination via our website, etc., we will strive to enhance communication through various briefings, meetings, and responses to daily inquiries from shareholders, investors, etc.
(4) Opinions and requests received from shareholders, investors, etc. will be widely shared within the company to serve as a reference for company management aimed at enhancing corporate value.
(5) When disseminating information, we shall clearly distinguish between the company's official communications and personal communications in accordance with the "Guidelines for External Information Dissemination." Even in personal dissemination, we shall act with the awareness and responsibility of being a member of the Oisix Group, and refrain from acts that damage the credibility or property of the company.
(6) When disseminating information, we shall not infringe upon the rights of others, such as copyrights or portrait rights, nor engage in acts that are deemed problematic by social standards.

5. Management of Information

(1) We understand that confidential information, such as company trade secrets, constitutes an asset whether tangible or intangible, and we shall not share it with other companies without authorization or use it for improper purposes. To prevent loss or theft, we shall comply with legal obligations and internal rules, and manage it appropriately.
(2) Upon leaving the company, we shall return all materials regarding confidential information, and even after retirement, we shall not leak or use confidential information.
(3) We recognize that intellectual property owned by the company is an important asset of our own, and we shall not utilize it for purposes other than business.
(4) We respect the legitimate intellectual property of third parties, and when performing our duties, we shall pay sufficient attention to ensure that we do not infringe upon the intellectual property rights of third parties.

6. Distinction Between Public and Private Affairs

(1) We shall not engage in acts that conflict with the interests of the company.
(2) We shall not unjustly utilize the company's tangible or intangible assets (including money, equipment, loaned items, intellectual property, and information assets).
(3) We shall not utilize non-public internal information regarding the company or other business entities obtained in the course of business for stock trading, etc., for personal gain.
(4) We shall not operate a business independently or be employed by another company without the approval of the company.
(5) We shall not engage in activities unrelated to business at the workplace, such as political or religious activities.

7. Occupational Health and Safety

(1) We shall comply with laws and regulations related to occupational health and safety as well as various internal regulations, and work to maintain and improve our physical and mental health.
(2) We will actively cooperate with measures taken by the company based on laws, regulations, and occupational health and safety management regulations to prevent occupational accidents and promote health.

8. Compliance Commitment and Response to Antisocial Forces

(1) In the event that misconduct, a violation of laws or regulations, or facts that may cause damage to the company or society arise, we shall promptly report to or consult with our superior, or report to the internal whistleblowing hotline, striving for the early detection and resolution of the violation.
(2) We do not tolerate dismissal or any other disadvantageous treatment whatsoever against a whistleblower.
(3) We shall respond resolutely to antisocial forces and shall not provide them with any benefits.
(4) To sever all relationships with antisocial forces, we will implement attribute checks of business partners when starting new transactions, thereby striving to prevent the occurrence of relationships with antisocial forces and groups coexisting with them.
(5) In the event of contact from antisocial forces, we shall handle the response centered around the supervising department in accordance with the response manual.

Initiatives to Foster a Culture of Compliance

Our Group has established the "Oisix Group Code of Conduct" and promotes compliance to ensure adherence to ethical standards, social norms, laws, regulations, and internal rules through our internal training system and awareness-raising activities.
By March of each year, we formulate the internal training plan for the following fiscal year, covering all employees.
Following the implementation of these internal training sessions, we work to ensure that compliance awareness permeates the organization by conducting comprehension tests and post-training awareness surveys after a certain period.
In fiscal year 2025, our training attendance rates were as follows: training on the Act on the Protection of Personal Information (attendance rate: 99%), training on labeling and premium regulations under the Act against Unjustifiable Premiums and Misleading Representations (83%), training on the amendments to the Transaction Appropriateness Act (82%), and information security training (100%).
The ESG Committee, established in fiscal year 2025, reviews compliance with the "Oisix Group Code of Conduct." In the event of any violation, the ESG Committee will cooperate with the Risk Management Committee to conduct an investigation, identify the details and root causes, and implement preventive measures, thereby striving to further ensure strict adherence to compliance throughout the Group.

Anti-Bribery and Anti-Corruption Policy

To further strengthen our initiatives against bribery and corruption, our Group has established the "Oisix Group Anti-Bribery and Anti-Corruption Policy."

Oisix Group Anti-Bribery and Anti-Corruption Policy

In our Group Code of Conduct, we declare our commitment to understanding and practicing the laws, regulations, social norms, and corporate ethics that each and every one of us must comply with.
The purpose of this Policy is to further concretize the Code of Conduct and to establish clear guidelines for the prevention of bribery and corruption, thereby promoting group-wide initiatives to prevent bribery and corruption.
Through sincere and fair business activities, we will build appropriate relationships with all stakeholders, contributing to the enhancement of corporate value and the realization of a sustainable society.

1. Scope of Application

(1) The scope of application of this Policy shall be Oisix Inc., its subsidiaries, and their directors, officers, and employees (hereinafter collectively referred to as "Officers and Employees").
(2) We demand thorough prevention of bribery and corruption not only within the Oisix Group but also from our customers, business partners, and other business entities (hereinafter referred to as "Business partners, etc.").

2. Compliance with Laws and Regulations

Officers and Employees shall comply with this Policy, all applicable laws and regulations related to anti-bribery and anti-corruption in the relevant countries or regions, and internal rules including internal regulations.

3. Prohibited Acts

Officers and Employees shall not, whether directly or indirectly, utilize their official authority or position to engage in the following acts:
(1) Providing, or promising to provide, money or any other benefits to public officials, etc., or business partners, etc., with the intent to cause them to perform or refrain from performing improper official or business duties.
(2) Demanding money or any other benefits from business partners, etc., or promising to receive or receiving the same.
(3) In addition to the above, embezzlement, bid-rigging, and any other corrupt practices.

4. Prohibition of Excessive Entertainment and Gifts

Officers and Employees shall not engage in entertainment, gift-giving, bearing of travel expenses, donations, sponsorships, or endorsements with Business partners, etc., that lack a legitimate business purpose or deviate from the scope of internal regulations.

5. Political Contributions and Donations

(1) When Officers and Employees engage in political activities as individuals, they must clearly distinguish such activities from those of the Oisix Group as a corporation, and must not use working hours or company assets.
(2) When the Oisix Group makes political contributions or other donations, it shall comply with the relevant laws and regulations of each country and internal regulations, and shall do so only after obtaining appropriate prior approval.

6. Thorough Recording and Retention

Officers and Employees shall maintain accurate accounting records for all transactions and properly retain relevant materials.

7. Establishment of Systems

(1) For the prevention and early detection of corruption, the Oisix Group has established and operates a system to receive consultations and reports from Officers and Employees regarding acts that violate or may violate this Policy. In addition, we will not subject any Officer or Employee to any disadvantageous treatment whatsoever for having sought consultation or made a report.
(2) The Oisix Group will include audits regarding compliance with and the operation of this Policy and its related regulations within its audit procedures, and will conduct audits on a regular basis.

8. Education and Training

The Oisix Group will ensure that all Officers and Employees are fully aware of this Policy through appropriate education and training, while promoting understanding of prohibited acts and striving to prevent corruption.

9. Disciplinary Actions

The Oisix Group will impose strict disciplinary actions against any Officer or Employee who violates laws, regulations, or internal rules including this Policy, in accordance with internal regulations such as the employment regulations. In addition, appropriate measures will be taken against business partners, etc.

Whistleblower System

In accordance with the purpose of the Whistleblower Protection Act, our Group has established an internal reporting system called the "Corporate Ethics Hotline" aimed at ensuring thorough compliance.

【Structure】

To ensure transparency and independence, the system includes an "External Window" staffed by outside attorneys, in addition to an "Internal Window." Furthermore, our internal regulations explicitly guarantee the protection of whistleblowers' privacy and strictly prohibit any disadvantageous treatment on the grounds of reporting. We also accept anonymous reports. In addition, the Human Resources Department serves as a semi-contact window by conducting periodic communications, raising awareness on how to use the "Corporate Ethics Hotline," and holding interviews with employees from the perspectives of work comfort and job satisfaction.

【Process】

Upon receiving a report, the person in charge of the window promptly investigates the facts. If a violation is confirmed, appropriate measures—including the cessation of the violating act—are taken, and a report is submitted to the supervising department and the Board of Directors. The Board of Directors implements corrective and preventive measures, and determines strict actions, including disciplinary measures against the parties involved as necessary.

【Operation Track Record and Future Initiatives】

In fiscal year 2025, the operating status of our Group included several reports (6 cases for the Company, 123 cases for subsidiaries). For all reported cases, we promptly conducted investigations and implemented necessary corrective measures. Moving forward, we will continue to strive for the appropriate operation of this system while ensuring the thorough protection of whistleblowers.

Compliance Violations

In fiscal year 2025, there were no serious compliance violations related to the business operations of our Group.
Although there were five incidents that required reporting to the Personal Information Protection Commission, none of them constituted a serious violation, and necessary preventive and corrective measures have already been fully completed for all cases.

Information Security and Personal Information Management

We implement multi-layered cybersecurity measures across organizational, technical, and human dimensions.
Organizational Dimension: We have appointed dedicated officers and established a specialized organization to develop and maintain a governance framework that covers the entire Group.
Technical Dimension: Based on the concept of defense-in-depth, we are enhancing our system monitoring frameworks and introducing multi-factor authentication, while also advancing data backup capabilities and Business Continuity Plans (BCP).
Human Dimension: We continuously conduct information security education and training programs tailored for all executives and employees.
In addition, we utilize external specialized organizations to conduct audits and vulnerability assessments, striving for continuous improvement based on objective, third-party evaluations.

AI Ethics

To promote the appropriate use of AI, we have established the "Oisix Group Basic Policy on AI."

Oisix Group Basic Policy on AI

Based on our corporate philosophy of "Farm for Tomorrow, Table for Tomorrow," the Oisix Group aims to resolve food-related social challenges through business methods. To achieve this mission, the power of technology is indispensable.
Among these technologies, AI is an extremely critical technology for accelerating the achievement of our mission. On the other hand, AI entails potential social and ethical risks. Our Group recognizes the need to confront these risks sincerely and to engage in the development, provision, and utilization of AI with a responsible attitude.

This Policy establishes the basic approach for appropriately managing risks associated with the utilization of AI. We will comply with this Policy throughout the entire process of AI utilization and promote the utilization of AI while appropriately managing risks.

Policy for AI Utilization

1. Challenging Innovation

Upon appropriately recognizing the risks associated with the utilization of AI, we will believe in the potential of technology, break free from existing frameworks, and continue to challenge ourselves to resolve food-related issues. Together with AI, we will create new value and contribute to a rich dining table and a sustainable society.

2. Human-Centric Approach

We believe that AI complements human capabilities and supports the development of products and services that expand people's enjoyment of food and convenience. To ensure that AI judgments do not have a negative impact on humans, we will always maintain human involvement and appropriate oversight, and humans shall bear the ultimate responsibility.

3. Fairness and Respect for Human Rights

We will strive to ensure that AI does not bring about unjust discrimination or disadvantages to specific individuals or groups throughout the entire process of development, provision, and utilization.
Furthermore, we will not use or introduce AI systems that impair individual dignity or fundamental human rights, such as manipulative behavior, exploitation of vulnerabilities, social scoring, or unauthorized biometric surveillance (including those prohibited under the EU AI Act).

4. Protection of Privacy and Ensuring Security

Throughout the entire process from data collection to operation, we will respect the privacy of stakeholders and appropriately manage and operate various types of data, including personal information. In addition to complying with relevant laws, regulations, and guidelines, we will work to protect privacy in accordance with internal regulations and social ethics. Furthermore, we will secure security by continuously investigating and evaluating the vulnerabilities of AI systems and reviewing internal regulations in light of the latest technical standards.

5. Transparency and Accountability

We will fully understand the accuracy and risks of output results generated by AI, and establish a system that allows us to explain the utilization of AI with transparency.

6. Reduction of Environmental Burden

We will strive to ensure low environmental burden with due consideration for energy efficiency and emissions in relation to our own and third-party utilization of AI data centers and AI models.

Revision of this Policy

The Group will review and revise this Policy as necessary based on changes in laws, regulations, and regulatory conditions, changes made to AI technical models, changes in people's lifestyles and the environment, and use cases of AI in society.

Tax Transparency

The Group utilizes tax incentives and seeks to optimize tax costs from the standpoint of maximizing shareholder value. Tax planning is not conducted for the purpose of tax avoidance. We recognize that maintaining tax transparency and contributing to the development of the economy and society through appropriate tax payment is one of our social responsibilities.

Prohibition of Insider Trading

Under a prior approval rule, our company establishes designated trading windows for buying and selling our own shares. Furthermore, regarding share trading applications, we receive and manage post-transaction reports on the outcomes, regardless of whether the trade was successfully executed.

Donations to Organizations

The total value of political contributions made by the Group in fiscal year 2025 was zero yen.

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