Compliance and Corporate Ethics
In accordance with the "ZOZO Basic Policy on Anti-Corruption," we are committing to ethical and honest business practices while establishing a framework to prevent corruption. To reinforce these efforts, we conduct anti-corruption training for all employees, including part-time and temporary staff.
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 "