Orveon Global Supplier Code of Conduct

Introduction

Orveon Global Holdings Limited and its subsidiaries (collectively hereafter “Orveon Global”) was founded on the guiding principle to change beauty for the better and is committed to its core values of uncompromising ethics, integrity, fairness, and diversity. Orveon Global values its relationships with its suppliers, the communities we touch, respect for people, working to create a more sustainable world and healthy environment, and strive to achieve the success of our respective businesses while operating at the highest level of ethical standards in compliance with the law.

The following “Supplier Code of Conduct” has been established by Orveon Global to set forth the standards of conduct expected of its suppliers. Orveon Global shall use the Supplier Code of Conduct as the criteria for selecting suppliers. In addition to requiring that suppliers comply with this Code, Orveon Global also expects its suppliers will require any subcontractors they retain in connection with the business of Orveon Global to adhere to the same standards.

Supplier Code of Conduct  

1.     Legal Compliance

Member companies of Orveon Global shall conduct business with suppliers that are in full compliance with the laws of the countries and regions where they operate. Member companies of Orveon Global shall favor suppliers that meet stricter international and industry standards than such mandated by law.

2.    Anti-Corruption

a.    Prohibition of Bribery and Corruption Suppliers shall not pay or receive any bribes, kickbacks, illegal gratuities, etc., to or from any administrations, officials, or business partners, including, without limitation, from Orveon Group. In addition, suppliers shall not make any facilitation payments (i.e., the payment of a small amount, not based on applicable laws and regulations, in order to expedite administrative procedures such as customs clearance or visa acquisition).

b.     Prohibition of Unfair Provision of Gifts and Entertainment Suppliers shall not provide or receive gifts or entertainment in an unfair manner or in a manner that may cause suspicion regarding fairness, to and from administrations, officials, or business partners, including, without limitation, from Orveon Group, for the purpose of influencing contracts or the contents of transactions, either directly or through a mediator.

c.     Prohibition of Improper Transactions Suppliers shall not engage in private monopolies, undue restrictions on transactions such as cartels, or any other acts which may prevent free and fair competition.

d.    Publication of Information If a supplier becomes aware of any events which raise doubts as to the quality, safety, efficacy, etc., of the supplier’s products or services, the supplier shall promptly disclose appropriate and sufficient information thereon to the Shiseido Group.

3.    Labor

Member companies of Orveon Global shall conduct business with suppliers that are in full compliance with the labor laws of the countries and regions where they operate and that respect the rights of their employees in accordance with international standards. Particular attention shall be given to the following:

a.    Forced Labor and Human Trafficking Suppliers shall not be involved, in any way, in any forced labor, including labor under conditions of slavery, labor with physical or psychological constraint, and human trafficking. In hiring their employees, suppliers shall explain the employment conditions so that employees will be able to enter the suppliers based on their own discretion after having fully understood such conditions. Further, suppliers shall grant their employees the right to freely leave their employment with the supplier. In relation to employment conditions, suppliers shall comply with all applicable labor-related laws and regulations of the countries and territories in which suppliers conduct their business operations and shall agree to conditions under which human rights are respected. Further, suppliers shall provide a document to employees which sets forth the contents and conditions proving their respect of human rights, written in a language understandable to the employees. Unless otherwise set forth in the laws or regulations, suppliers shall not restrict the free behavior of their employees, including by way of unduly imposing fees or advance payments relating to their employment, or confiscating or destroying passports, identification documents or work permits, etc.

b.    Child Labor  Suppliers shall not employ children who have not yet reached the highest age among (i) 15 years of age; (ii) the age for completing compulsory education; and (iii) the minimum working age stipulated in local laws or regulations; provided, however, that, in the case of minor labor which will not cause any harm to the health or development of children, which will not prevent children from the opportunity to seek education, and which is permitted in accordance with the local laws and regulations, employment of children aged from 13 to 15 shall be permitted. Suppliers shall not cause children to engage in any labor which may have a physically, psychologically, socially or morally adverse effect on children. In addition, suppliers shall take sufficient care to ensure that there will not be any prevention of the opportunity for education to be provided to children.

c.     Non-Discrimination Suppliers shall not discriminate against their employees in hiring practices or treatment on the basis of race, ethnicity, nationality, religion, beliefs, gender, social status, descent, disability, illness, sexual orientation or age.

d.    Abuse and Harassment Suppliers shall respect the human rights of their employees and shall not inflict abuse, corporal punishment, psychological, physical, or sexual harassment or other forms of intimidation thereon.

e.    Safety, Sanitation and Health Suppliers shall maintain a safe, clean and healthy workplace for their employees in compliance with applicable law.

f.     Wages and Working Hours Suppliers shall pay a wage that is not less than the minimum wage required under applicable law. Suppliers shall comply with laws applicable to working hours.

4.    Protection of Intellectual Property* and Maintenance of Confidentiality

Member companies of Orveon Global shall conduct business with suppliers that have instituted measures necessary to maintain confidentiality and assure the protection of their own intellectual property as well as that of Orveon Global member companies and third parties. In addition to efforts to acquire intellectual property rights pertaining to business conducted with Orveon Global, member companies of Orveon Global shall specifically require suppliers to maintain policies and procedures as well as provide instruction and training to employees to assure compliance with the following three matters:

·       Prevention of infringement on the intellectual property rights of Orveon Global member companies.

·       Prevention of infringement on the intellectual property rights of third parties.

·       Identification and management of the business secrets of Orveon Global member companies and suppliers.

*Intellectual Property means patents, trademarks, copyright and trade secrets.

5.    Preservation of the Environment

In carrying on its business activities, Orveon Global maintains a proactive stance regarding preservation of the environment. Member companies of Orveon Global shall conduct business with suppliers that are comply with the environmental laws of the countries and regions where they operate. Member companies of Orveon Global shall specifically require suppliers to comply with the law in the management of industrial waste materials generated from their business operations. Particular attention shall be given to the following measures concerning the lawful management of industrial waste materials:

·       Policies that prescribe how industrial waste materials are to be managed.

·       Records about when, by whom, which industrial waste products, and what amount of industrial waste products, were requested.

·       Confirmation that the industrial waste product delegated party is properly disposing of the same (confirmation of the management of slips, disposal sites, and the like).

6.    Verification of Compliance

Member companies of Orveon Global shall require suppliers to submit answers to questionnaires, materials and records bearing the signature of an authorized representative of the company for the purpose of verifying that they are in compliance with this Supplier Code of Conduct.