Rakuten Symphony Gift and Entertainment Policy

Article 1 (Purpose)

The purpose of this “Rakuten Symphony Gift and Entertainment Policy”(hereinafter, “Policy”) is to set forth fundamental rules concerning offering and accepting of gifts and entertainment and to prevent the occurrence of illegal or inappropriate incident, in each legal entity of the Rakuten Symphony Group. In addition, the Policy aims to address the Rakuten Group Anti-Corruption Instruction which is stipulated by the Rakuten Group and applies to the entire Rakuten Group, including the Rakuten Symphony Group. This Policy applies to the Company and Employee (defined in the Article 2 below) everywhere, for all locations, roles and seniority levels.

Article 2 (Definition)

1. “Company” shall mean any legal entity which Rakuten Symphony, Inc. holds, directly or indirectly, a majority of the voting rights of all shareholders, and other legal entity which Rakuten Symphony, Inc. substantially controls their management. Collectively referred to as “Rakuten Symphony Group”
2. “Employee” shall mean any person who is either of i)member of board, officer, employee, temporary worker, intern or any other person who are employed by the Company.
3. “Bribery” shall mean offering, promising, giving, accepting, requesting or soliciting, directly or indirectly anything of value in the course of business to include an action or inaction for an improper advantage.
4. “Facilitation payments” shall mean small payments to Public Officials to expedite the performance of routine governmental actions (e.g., obtaining licenses, permits or other necessary documents.
5. “Public Official” shall mean any employee, officer, director, agent, consultant or board member of a body or branch of national, regional, provincial, state, or local government, whether legislative, executive, or judicial, or any person acting in an official capacity on behalf of a government entity. It also includes, but not limited to, an officer, director, employee, agent, consultant, or official of a public international organization, such as the United Nations, officials of political parties, candidates for political office, political parties, and officers, directors, employees, agents, consultants, or officials of business entities owned, operated or controlled by, or otherwise under the influence of, a government.
   Business entities may be considered to be controlled by a government even when government ownership is less than 50%. The determination of government control will be made on a case-by-case basis.
6. "Restricted Persons" shall mean any persons, legal entity or organizations, listed in applicable
   sanction list issued or published by government or international organization.

Article 3 (Gifts and Entertainment)

1. If Employee is going to provide gifts and entertainment to any third party outside Rakuten Symphony Group that has potential /existing business relationship with Rakuten Symphony Group (hereinafter, Business Partner), Employees shall obtain necessary prior approval from appropriate approver who has direct reporting line in Rakuten Symphony organization (hereinafter, "Approver") in accordance with Appendix herein. Gifts are prohibited, with the exception of customary gifts such as sweets, greeting cards and flowers. And entertainment in amounts that fall under CCO approval is prohibited unless there are no alternative options. After execution of gift and entertainment, reimbursement shall be also under same Approver, and to be accompanied with evidence of expense as well as clear
   evidence of approval, such as email. If the evidence and related documents specified in this paragraph fall under the statutory accounting documents, the Company shall preserve such evidence and related documents in accordance with the provisions of the relevant laws and regulations. However, the preservation period shall not be less than 7 years.
2. Including the Prohibited Items set forth in Section 3 of this Article, Employees shall not accept gifts or entertainment from Business Partners. If an Employee receives a gift, the Employee shall either refuse to accept it or return it. If there are special circumstances that prevent the Employee from returning the gift, the Employee shall report the circumstances to the Organization Responsible for Domain of Governance, Risk and Compliance or “ORG GRC”) and receive instructions on whether or not and in what manner the gift may be accepted.
3. Employees shall not, under any circumstances, offer, promise, give, accept, request or solicit the gifts and entertainment exemplified below (hereinafter, “Prohibited Items”). If Employee is proposed to receive, or received gift of entertainment that falls in the category of Prohibited Items, it is to be returned/declined, and reported to Chief Compliance Officer of Rakuten Symphony Group (hereinafter, “CCO”) immediately.
   ‍
   (i)  Cash, gift voucher/gift certificates or other items equivalent to cash;
   (ii)  Gambling, sexual service, adult entertainment or any other entertainment that may damage the dignity or reputation of the Company;
   (iii)  Bribery, or any goods or services that give rise to the suspicion of Bribery;
   (iv)  Any gifts and entertainment to Restricted Person;
   (v)  Any gifts and entertainment prohibited or restricted by the laws and regulations of the jurisdiction and
   (vi)  Any flamboyant or lavish gifts and entertainment, or too frequent gift and entertainment to/from same Business Partner.
4. It is not preferable to give or receive gifts or entertainment to Public Officials as principle. However, if the total amount is less than the currency limit in the Appendix herein and the gifts and entertainment is legal under the relevant laws and regulations, it may be approved subject to the written approval of the CCO.
5. Facilitation Payments are to be considered as Bribery, and prohibited as principle unless failure to make facilitation payment invite immediate risk for physical safety to Employee. In such case, any payment of Facilitation Payment should be reported to contact person designated by CCO.
6. Employee shall not provide or receive gifts to other Employee within the Company or the Rakuten Symphony Group, and entertainment for such other Employee shall be stipulated separately from this Policy.

Article 4 (Violation of this Policy)

Employees who breach or violate this Policy shall be subject to disciplinary action in accordance with relevant internal rules.

Article 5 (Revision and update)

The revision and update of this Policy shall be approved by CCO of Rakuten Symphony Group.

Reference;
Rakuten Group Anti-Corruption Instruction
RGR-002382