Compliance and Corporate Ethics
ZOZO Group Code of Conduct
1. Introduction
The purpose of this ZOZO Group Code of Conduct is to promote anti-corruption efforts throughout ZOZO in the spirit of fair play. By clarifying the policies that all officers and employees of ZOZO (hereinafter referred to as the "Officers and Employees") should adhere to, in accordance with the ZOZO Group Code of Conduct, we aim to secure the trust of stakeholders and society in general.
2. Commitment to compliance and ethical conduct
We abide by all laws and regulations, and practice ethical conduct that lives up to the trust provided by society.
3. Respect for basic human rights
･We respect the rights of individuals and do not tolerate discrimination or disadvantageous treatment on the basis of political beliefs, ideology, religion, gender, gender identity, sexual orientation, physical characteristics, disease, age, nationality, race, ethnicity, etc.
･We understand and respect the culture and customs of the countries and regions in which we operate, and act accordingly.
･We prohibit all forms of forced labor, child labor and human trafficking in accordance with laws and regulations.
4. Ensuring a safe, healthy and harassment-free work environment
･We do not tolerate sexual harassment, abuse of authority, or any other form of workplace harassment.
･We comply with laws and regulations concerning occupational safety and health, give consideration to the physical and mental health of our employees, and strive to ensure a safe and healthy work environment.
5. Responsibility to customers
･We comply with the applicable laws and regulations related to handling personal information in each market, and collect personal information from our customers in an appropriate manner in accordance with our Privacy Policy.
･We use the personal information we obtain within the scope of the purposes specified in our Privacy Policy, and appropriately protect, manage, and dispose of such information. In principle, we do not provide such information to any third party, except when we have obtained the consent of the customer or when permitted by applicable laws.
･We maintain fairness and honesty toward our customers and do not make misleading representations or engage in misleading conduct, so that our customers can use our services safely and comfortably.
6. Fair business practices
･We comply with the business competition laws of each country where we operate, conducting our business activities with a spirit of fair play and on the principles of free and fair competition, and do not impose unfair trading conditions on our business partners and suppliers or service users.
･We do not obtain, or allow others to bring in, information about our competitors in an unfair manner.
･We comply with laws and regulations regarding imports and exports and other international trading rules.
･We do not engage in prohibited transactions with specified countries, regions, organizations, or individuals that are subject to economic sanctions.
7. Avoidance of conflict of interest
We act with respect for the interests of the company and do not use our position or status in the company to benefit ourselves or a third party.
8. Appropriate use and management of company assets
･We recognize that intellectual property rights are an important asset for the business of the ZOZO Group and appropriately protect those rights, while also respecting the intellectual property rights of third parties.
･We use, manage, and dispose of company assets and trade secrets appropriately, and do not use them for any purposes other than business.
9. Thorough implementation of information security
We strictly protect and manage our information assets, including customer information and l classified information, and do our utmost to protect them from unauthorized access, leakage, falsification, destruction, etc.
10. Accurate, fair, timely, and appropriate information disclosure
･We create accurate and complete accounting records.
･We disclose accurate information to society and the stock market in a fair, timely, and appropriate manner.
･We strictly manage insider information and do not engage in insider trading.
11. Maintenance of appropriate relationships with political entities and administration
We maintain appropriate relationships with political entities and administration, and do not give preferential treatment to any individual or organization that engages in political activities.
12. Prohibition on bribery and corruption
･We do not engage in any form of bribery, corruption, or corrupt practices, whether with public servants or private citizens.
･In order to ensure free and fair trade, we provide and accept business entertainment and gifts only to the extent deemed appropriate.
13. Rejection of relationships with crime
We reject any involvement with anti-social forces, organized crime syndicates, and other organized criminals, as well as criminal activities such as money laundering and terrorist financing.
14. Giving back to society and protecting the environment
We actively contribute to society and protect the environment through our business activities, taking into consideration the social and environmental impact of our business activities. We encourage our officers and employees to take an interest in these activities, and to actively participate in and support them.
15. Consultation and whistleblowing on compliance issues, and prohibition of retaliation
･If we discover any suspected compliance breaches, including improper acts or human rights violations, we consult or report them to our superiors, the Compliance Consultation Desk, or the Internal Reporting Desk.
･We prohibit any retaliation or disadvantageous treatment towards whistleblowers regarding compliance breaches including human rights violations and other improper acts.
16. Revisions and eliminations
Revisions and eliminations of this policy will be made by our Board of Directors.
*ZOZO Group Code of Conduct is approved by the Board of Directors on April 21, 2023
*Revised on April 17, 2026
Compliance
Compliance Committee
The Compliance Committee is established and convened for the purpose of formulating ethical behavior standards, preparing and implementing legal compliance manuals and compliance programs, as well as conducting operations such as checks. Additionally, In the event of a significant violation, we report it to the Board of Directors.
Compliance Training
To strengthen company-wide compliance awareness, ZOZO Group provides comprehensive compliance training for all employees, including part-time and temporary staff. These training sessions cover a wide range of topics, such as legal and regulatory compliance, anti-corruption, ZOZO Basic Policy on Anti-Corruption, and the elimination of harassment, incorporating real-life case studies to deepen understanding and promote adherence to ethical standards. Additionally, for directors, and managerial positions including officers and division heads, we conduct group discussions based on case studies and specialized harassment prevention training. These sessions focus on preventive measures and appropriate responses to harassment, aiming to foster a workplace environment free from misconduct.
Anti‑Corruption and Bribery Policy
Article 1 (Purpose)
This Policy, based on the ZOZO Group Code of Conduct, adopts a strict zero-tolerance approach toward bribery and corruption. It aims to guide the group, in accordance with the spirit of fair play, in preventing such conduct and thereby maintaining the trust of stakeholders and society. Detailed procedures, criteria, and other necessities for the implementation of this policy are stipulated in the relevant internal regulations.
Article 2 (Scope of Application)
This Policy applies to the ZOZO Group, including ZOZO, Inc. and its subsidiaries, and all of its directors and employees regardless of the country or region in which business operations are conducted.
Article 3 (Compliance with Relevant Laws and Regulations)
Officers and Employees shall comply with all laws and regulations related to the prevention of bribery and corruption applicable in each country or region (including the U.S. Foreign Corrupt Practices Act and the U.K. Bribery Act 2010), as well as this policy and internal rules, including company regulations (hereinafter collectively referred to as “Related Rules”).
Article 4 (Prohibition of Giving Bribery)
1. Except as permitted by the Relevant Rules, Officers and Employees shall not, directly or indirectly, provide money, gifts, or other benefits, nor offer or promise such benefits, to public officials(including those deemed equivalent to public officials; hereinafter collectively referred to as "Public Officials."), private-sector customers, business partners, or other business entities (hereinafter referred to as the “Business Partners”) with corrupt intent, regardless of country.
2. Officers and Employees shall not direct bribery through third parties such as agents, consultants, distributors, subcontractors, etc., nor tolerate or condone such third parties giving bribery.
3. Officers and Employees shall not, for the purpose of circumventing the provisions set forth in this Policy, provide money, gifts, or other benefits, or offer or promise such benefits, to public officials or Business Partners.
Article 5 (Prohibition of Facilitation Payments)
Officers and Employees shall not make facilitation payments (small payments to public officials or equivalent, intended to expedite routine, non-discretionary governmental actions).
Article 6 (Prohibition of Receiving Bribes)
Officers and Employees shall not, directly or indirectly, and regardless of country, request, accept, or promise any improper benefits in connection with their duties.
Article 7 (Lawful Entertainment, Gifts, etc.)
1. support, and sponsorships involving public officials and Business Partners. in accordance with the Relevant Rules.
2. ZOZO Group shall establish internal rules and pay special attention to the entertainment, gifts and political contributions to public officials.
Article 8 (Whistle-Blowing Syste)
1. The ZOZO Group shall establish a whistle-blowing system to ensure adherence to this Policy. This system enables Officers and Employees to report any compliance-related issues, including bribery and corruption.
2.If any acts that violate or potentially violate the Relevant Rules are identified, the ZOZO Group shall conduct thorough internal investigations and fully cooperate with external investigation by relevant authorities.
3. Officers and Employees who violate the Relevant Rules may be held personally liable under applicable laws, and shall be subject to disciplinary measures in accordance with the internal regulations of their company or their employment/assignment contracts.
4. The ZOZO Group shall not tolerate any retaliation or disadvantageous treatment against those who make reports or cooperate with investigations.
Article 9 (Employment)
The ZOZO group shall offer employment and internship opportunities based on skills and track record of each applicant. Preferential treatment shall not be given to public officials or individuals recommended by public officials.
Article 10 (M&A Transactions)
In principle,the ZOZO Group shall conduct appropriate due diligence when making M&A transactions, taking into account the nature of the industry and the country in which the target operates.
Article 11 (Training Program)
The ZOZO Group conducts anti-bribery and corruption training as needed, taking into account the potential risk in the market it operates, the responsibilities of each officer and employee, frequency of interaction with public officials or Business Partners, and the overall risk of bribery and corruption within the Group.
Article 12 (Monitoring)
The ZOZO Group shall conduct appropriate self-monitoring and internal audit to ensure compliance with this policy and the internal rules established based on it, taking into account the level of potential risks.
Article 13 (Effective Date)
This Policy shall come into effect on October 1, 2023.
*Anti‑Corruption and Bribery Policy is approved by the Board of Directors on April 17, 2026
*Revised on April 17, 2026
For Fair Trade
In order to comply with the Antimonopoly Act and the Subcontract Act, we conduct compliance training to raise awareness and raise awareness of the issue so as not to use unreasonable restraint of trade or unfair trade practices that are subject to regulation. In addition, we confirm whether we comply with the Subcontracting Act in the procedures for internal contract review and conclusion. We announced in the "Declaration of Partnership Building," declared by representatives of companies to build new partnerships by promoting collaboration and co-existence and co-prosperity among business partners in the supply chain and businesses that seek to create value.
Prohibition on Conflicts of Interest
The Company has established "Guideline to ensure the fairness of transactions with the parent company group" for transactions with major shareholders, etc. and operates in accordance with these rules. With respect to transactions with major shareholders, etc., the Company shall comply with laws and regulations, and shall not conduct such transactions on terms unjustly favorable or disadvantageous to the Group as compared to the same, the same kind of or similar transactions conducted with third parties, and shall reasonably determine such transactions by taking into account the terms of the contract and market price as in the case of transactions with other companies.
Anti-Corruption Initiatives
We conduct internal audits based on an annual plan and are committed to ensuring the effectiveness of preventive measures against corruption and bribery. In addition, to uphold business ethics, we have established a Compliance Committee chaired by the President and CEO. If any act of corruption, bribery, or suspected involvement is identified, the Compliance Committee conducts a strict internal investigation. Where necessary, the matter is reported to the Board of Directors, and disciplinary actions are taken in accordance with the company’s work rules.
Declaration of Partnership Building
We formulated and announced the Declaration of Partnership Building that was established by the Cabinet Office and others. This is declared by representatives of companies to build new partnerships by promoting collaboration and co-existence and co-prosperity among business partners in the supply chain and businesses that seek to create value.
Announced "Declaration of Partnership Building "