Shinsei Bank Group Code of Conduct

Shinsei Bank Group Code of Conduct (hereinafter, the "Code") compiles minimum norm requested to all executive directors (as defined under No.15, Article 2, the Companies Act), executive officers, and employees of the Shinsei Bank Group (hereinafter, the "Directors, Officers, and Employees") in conformity with "The Charter of Shinsei Bank Group Corporate Behavior".

The purpose of the Code is to provide the basic principles to guide Directors, Officers, and Employees in day-to-day activities. The Code does not cover every legal or ethical issue that you may confront at the Shinsei Bank Group. Indeed, no Code can attempt to anticipate every issue that may arise. However, by following the Code and other internal rules as well as internal guidance such as circulars (the "Code and Internal Rules"), by adhering to the letter and spirit of all applicable laws, rules and regulations (the "Law"), and above all by applying sound judgment to all activities, the Directors, Officers, and Employees can demonstrate commitment to the Group's values and purpose.

The Code also serves as a code of conduct for the Shinsei Bank Group itself.

1. Administration of the Code of Conduct

1.1. Violating the Law and the Code and Internal Rules

Compliance with the Code and Internal Rules applicable to the executive officers and employees of the Shinsei Bank Group (the "Officers and Employees" in this item) constitutes an important part of the terms and conditions of employment by the Group.
Any violation of the Law or Code and Internal Rules that apply to the duties of respective Officers and Employees, or failure to cooperate with an internal or external investigation directed by each Group member company may result in disciplinary action by the Group, up to and including termination of employment.

1.2. Obligation to report violations

The Directors, Officers, and Employees must promptly report any suspected violation of any Law or Code and Internal Rules that apply to the duties of Directors, Officers, and Employees, whether the suspected violation involves themselves or another individual within the Shinsei Bank Group.
In addition, the Directors, Officers, and Employees shall report to the resources specified by each Shinsei Bank Group member company any illegal conduct, or any conduct that violates the underlying principles of the Code, by any of customers, vendors or service providers of the Group.

1.3. Affirmation

All Directors, Officers, and Employees are required to affirm that they have read and understood the Code and that they will comply with it.
In addition, they are required to periodically re-affirm their understanding of and continuous compliance with the Code, as well as affirming that they have complied with the Code.

2. Respect For Human Rights

2.1. Respect for human rights

The Shinsei Bank Group respects the basic human rights of all stakeholders including its customers and promotes a corporate culture that does not allow any discrimination.

2.2. Elimination of unfair discrimination

The Shinsei Bank Group is committed to recruiting, hiring, training, promoting and otherwise treating applicants and Directors, Officers, and Employees without discrimination based on their race, creed, religion, color, citizenship, age, gender, disability or other factors that are unrelated to the legitimate business interests of the Group.

2.3. Work environment

The Shinsei Bank Group will endeavor to maintain a healthy, safe, and productive work environment that is free from discrimination or harassment. No one may make sexual advances, actions or comments, or racial or religious slurs or jokes, unilaterally force or solicit interest in any specific creed, opinion or religion, or make any other comments or conduct that create a hostile work environment.

3. Conducting Business with Integrity and Fairness

3.1. Fair business conduct

The Directors, Officers, and Employees must always endeavor to deal fairly and in good faith with customers, vendors, competitors, regulators, and other Directors, Officers, and Employees. We will not take unfair advantage of others through manipulation, concealment or abuse of privileged information, invasion of other companiesf trade secrets, or any other unfair business practice.

3.2. Information disclosure

The Shinsei Bank Group has a responsibility under applicable laws and regulations to make various disclosures in order to provide the public with sufficient and accurate information in all material matters.

3.3. Media and public relations

The Shinsei Bank Group has established its Media Policy in order to promote appropriate and necessary disclosure, to ensure strict confidentiality of the Group's non-public information and any other non-public information obtained during the course of our business conduct, and to ensure that the Group will send out consistent media messages.
All mass media contact regarding the Shinsei Bank Group, its business, or its customers shall be directed to the Group Investor Relations and Corporate Communications Division in principle. The Directors, Officers, and Employees shall not provide information to the media directly, except for those approved for the purpose in accordance with the Media Policy.

3.4. Protection and management of information assets

The Directors, Officers, and Employees are responsible for protecting and managing information assets appropriately based on their confidentiality, whether they are information disclosed to us by our customers, information regarding the Shinsei Bank Group's businesses and activities, or information about Directors, Officers, and Employees.
In particular, our customers' personal information shall be collected and/or used appropriately in compliance with the Personal Information Protection Act and other applicable laws and regulations as well as other internal rules.
The Directors, Officers, and Employees shall endeavor to protect patent rights, trade mark, and copyright of the Shinsei Bank Group and shall simultaneously respect effective intellectual properties of other companies, as well.

3.5. Information barriers

When appropriate, the Shinsei Bank Group builds information barriers in the Group in order to prevent unfair transactions or to manage conflict of interest appropriately so that the Group will not damage its customersf profits unjustly.
The Directors, Officers, and Employees shall understand the information barriers applicable to their respective business and manage the information appropriately.

3.6. Prevention of insider transactions

Buying or selling securities and other financial instruments specified in the rules for the prevention of insider trading and other unfair transactions while in possession of insider information and corporate information is prohibited, as is the communication of that information to others.
"Insider information" is certain material, non-public information on management, business or property of listed companies, etc. as specified under the Financial Instruments and Exchange Law.
Corporate information covers a wider scope of information that may have influence on investorsf judgment among material, non-public information on management, business or property of listed companies, etc.

3.7. Entertainment and Gifts

Giving or accepting entertainment or gifts shall be carried out when it is deemed both indispensable for business promotion and also appropriate from the viewpoint of Japanese practices and social code.

However, the following are prohibited as they breach laws and regulations:

  • Giving public officials, deemed public officials, etc., foreign public officials, etc. entertainment and gifts, etc. that could be deemed as bribery
  • Giving entertainment or gifts to public officials, etc. who have influence over the Shinsei Bank Groupfs interests through their duties
  • Giving entertainment or gifts to the Groupfs shareholders or corporate bond holders in relation to the exercise of their rights
  • The officers, employees, divisions, departments, or branches that have the authority to exercise rights on shares or corporate bonds held by the Group accepting entertainment or gifts from their issuers in relation to the exercise of such rights

Individual cases must be dealt based on the Procedures for Entertainment and Gifts of each Shinsei Bank Group member company.

3.8. Internal accounting procedures, record-keeping and reporting

Shinsei Bank Group member companies have established rules for internal accounting treatment and business recording in order to meet legal and business requirements. The Directors, Officers, and Employees are required to comply with these rules.
The rules for business recording include procedures for retaining and discarding records and documents.
It is extremely important to file and report to the Financial Services Agency, the Tokyo Stock Exchange, and other regulatory authorities in an accurate and timely manner.
If any significantly inaccurate or misleading disclosure document is found, it shall be reported immediately to the resources specified by each Shinsei Group member company.

3.9. Authority

The Shinsei Bank Group has established the authority of the Directors, Officers, and Employees based on laws, regulations, articles of incorporation, and board resolutions as well as internal rules.
The Directors, Officers, and Employees shall actively exercise the authority granted under their positions in an appropriate manner, and assume the responsibility for the results generated by exercising or not exercising their authority.
Directors, Officers, and Employees may not sign any documents, or otherwise represent or exercise authority, on behalf of Shinsei Bank Group member companies unless they are specifically authorized to do so. They shall fully understand limits in their authority and ensure that they will not take any action that exceeds those limits.

3.10. Anti-money laundering, combating the financing of terrorism, and the prevention of other financial crimes

The Shinsei Bank Group will work on the prevention of money laundering, providing funds to terrorist groups, and other financial crimes, recognizing that it is an important mission for financial institutions.
The Directors, Officers, and Employees shall endeavor to prevent financial crimes using the financial services offered by the Shinsei Bank Group, as well as comply with laws and regulations related to money laundering prevention which include appropriate customer identification at the time of transactions, filing suspicious transactions to the authorities, and measures in line with economic sanctions such as asset freeze.

3.11. Banning any relations with anti-social forces

The Directors, Officers, and Employees shall always keep in mind the idea of the Charter of the Shinsei Bank Group Corporate Behavior which includes banning any relations with anti-social forces and firmly and resolutely refuse unreasonable demands from anti-social forces, including business relationships. The Directors, Officers, and Employees shall not provide any funds to antisocial forces or execute any backdoor deals to conceal problems.
If the Directors, Officers, and Employees had any contact with anti-social forces, they shall immediately report to and consult with the relevant divisions according to the prescribed procedures, in order to deal with the contact as an organization. The Directors, Officers, and Employees shall actively cooperate with external professionals, including the police and lawyers, as well.

4. Personal Conduct

4.1. Conflict of Interest

All business decisions must be made, and all business activities must be conducted, in the best interests of Shinsei Bank Group member companies. The Directors, Officers, and Employees shall avoid any action that may involve, or may appear to involve, a conflict of interest in their relationships with the customers of the Shinsei Bank Group. The Directors, Officers and Employees may not have any business relationships with customers, vendors, or competitors that might impair, or even appear to impair, the independence of any judgment they may need to make in the best interest of each Group member company.

4.2. Unfair profits

The Directors, Officers, and Employees shall not seek unfair profits for themselves or third parties using the information, etc. obtained through their professional position or duties.

4.3. Devotion to duties; prohibition of side business

The Directors, Officers, and Employees shall devote themselves to their duties as employees of each Shinsei Bank Group member company. They shall meet predetermined conditions and shall obtain necessary approval when they engage in other businesses.

4.4. Assets of Shinsei Bank Group member companies

The assets of Shinsei Bank Group member companies may be used only for legitimate business purposes of each company and only by authorized persons or their designees.
The assets include not only financial assets such as cash and securities and physical assets such as furnishings, equipment and supplies, but also information systems, including telephones, computer networks, electronic mail and remote access systems, and intangible assets such as relationships with our customers, information about our products, services, customers, and people.
Under no conditions may Directors, Officers, and Employees use the systems of Shinsei Bank Group member companies to view, store or send unlawful or other inappropriate materials nor pursue personal benefits using the assets of the companies. In addition, protecting the assets against loss, theft, waste or other misuse is the responsibility of all Directors, Officers, and Employees. Any suspects of misuse shall be reported to the resources specified by each Shinsei Bank Group member company.
To the extent permitted under applicable laws, Shinsei Bank Group member companies reserve the right to monitor and inspect how its assets are used, including inspection of all e-mails, data, and files kept on PCs or other network terminals.

4.5. Personal investments

The Directors, Officers, and Employees are not allowed to conduct frequent trading of securities that may obstruct their performance or obligation to devote themselves to their duties. They are not allowed to buy/sell securities that take excessive risks compared to their financial resources. In addition, the Directors, Officers, and Employees of a Shinsei Bank Group member company that is subject to the Financial Instrument Exchange Law are not allowed to buy/sell securities and conduct other transactions solely for the purpose of pursuing speculative profits.

4.6. Political activities and contributions

The Directors, Officers, and Employees have the right to voluntarily participate in political activities. The Shinsei Bank Group will not require the Directors, Officers, and Employees to contribute to, support or oppose any political group or candidate. If they choose to participate in the political activities, they must do so during their own time and as an individual, not as a representative of the Group. They may not use the Group's property for political activities, nor allow such activities to be considered as the Group's activities or those supported by the Group.

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