JGC Group
Code ofBusiness Conduct

Contents
03

To JGC Group Personnel

04

Our Responsibility

05

Reporting and Consultation

06

1. Our Pride08

2. Diversity

10

3. Secure Work Environment and Disciplined Behavior

12

4. Bribery and Other Anti-Social Transactions

14

5. Fair Competition and International Trade16

6. Corporate Assets and Information

18

7. Distinction Between Corporate and Private Affairs

Application of JGC Group Code of Business Conduct•

temporary personnel, etc.). JGC Group companies means JGC Corporation andthe companies with majority voting stock owned directly or indirectly by JGC
Corporation (may be referred to herein as the “Company”).

JGC Group Code of Business Conduct“Enhancing Planetary Health”
This is the JGC Group’s “Purpose”.
It expresses our commitment to using our strengths to solve
social issues and create a more prosperous future for theworld in which we live.
Our Shared Values for actions (Challenge, Create, Integrate,
Deliver) are the driving force for the realization of our
Purpose.
And our Professional Commitments (Respect and Integrity)
serve as a compass to guide everyone working in JGC.
Respect:“We undertake to foster mutual respectand support among all those involvedin our activities and to emphasize theimportance of safety for all.”Integrity:“We pledge to maintain the highest
ethical standards in everything we do.”This Code of Conduct is a written
statement of these two commitments inthe form of specific rules.
As we proceed with our work, we may
encounter difficult situations where our
two commitments may be challenged.
At such times, please apply the principles
expressed in this Code of Conduct.

This JGC Group Code of Business Conduct applies to all JGC Group companies’
personnel (including officers, employees, contract employees, part-timers,

2

To JGC Group Personnel

Masayuki Sato
Representative Director
Chairman and Chief Executive Officer (CEO)JGC Holdings Corporation

3

Our Responsibility

Reporting and Consultation

It is not always easy to make the right decisions and take the right actions. You

If you become aware of a violation (including suspected violation), do not

may feel pressure from your clients, supervisors or colleagues. You may beturn a blind eye. Please consult your supervisor or the department

unduly influenced by the surrounding atmosphere. You may be biased in theconcerned. If you are hesitant to consult with them, you can report to yourwrong direction. You may not know what to do.

company's compliance department or dedicated hotline.

This JGC Group Code of Business Conduct is useful as a guide for your

Please be assured that the Company sincerely responds to each suchactions at such times. Please read it carefully, understand it thoroughly, andconsultation and reporting. All concerned persons, including investigators

keep it in mind always. In particular, pay special attention to those parts which

and interviewees, are obligated to keep confidentiality to the maximum

are related to your work.

extent permitted by law and the circumstances. People who are permitted
to view materials related to the investigation are also limited. The Company

Managers and supervisors, you are expected to play a leading role in yourstrictly prohibits retaliation against good faith whistleblowers.

organization. You are required to create a workplace where anyone can speakup. Be a role model and lead your team. Talk to your colleagues about how thisHowever, the Company will not tolerate reporting for wrongful purposes

JGC Group Code of Business Conduct and other rules apply to daily work.

such as slandering.

Listen to your colleagues. Do not instruct your colleagues to take any actions
which are prohibited. Be aware of the limits of your authority and do not act
beyond them. Do not delegate without permission and never transfer yourauthority to those who may behave illegally or unethically.

4

JGC Group Code of Business Conduct

5

1

Our Pride

1 -1●

As a member of society, we comply with domestic and international laws and regulations applicable
to us and behave in a highly ethical manner.

1 -2
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We understand the high expectations embedded in the JGC brand (including our responsibility to ourclients and their trust in JGC), and we pledge to protect and enhance the value of the JGC brand.
We strive to enhance our reputation and to pursue self-improvement; and we act fairly and faithfully,
adhering to international standards and norms.
We participate in social activities that reflect our values.

●

6

Our Services and Products

We provide services and products which satisfy clients’ needs and quality specifications inaccordance with applicable laws and regulations regarding quality, safety and the environment.

Ethics for Engineers

We are expected to fulfill a variety of technical requirements in project execution. Above all,we must comply with the applicable laws and regulations and the terms of the contract.
Engineers are pressured to make tough decisions under conditions of tight schedules andbudgets. However, in no situation is it permissible to deviate from the applicable standards.
Engineers are responsible to the public and are subject to high expectations from society.
Engineers must not betray these expectations and must work in accordance with high ethicalstandards.
Fraud is not necessarily committed out of personal greed or
self-interest. People may make wrong decisions when they are
under intense pressure (“Pressure”), when there is a loophole inchecking systems (“Opportunity”), or when they unreasonably
justify their dishonest actions (“Rationalization”).
Managers and leaders need to minimize “Pressure” bymaintaining an environment where problems are discussed
openly and with respect. Comprehensive verification systems
must be established and followed to eliminate “Opportunities”.
Engineers must have self-discipline and make every effort notto escape into “Rationalization".

Opportunity

Pressure

Rationalization

Fraud Triangle
Fraud Triangle of Donald Ray Cressey

We establish and operate appropriate oversight systems for quality, safety and the environment.
We focus on sustainable growth and social improvement through our business and fully recognizethat our skills and technologies can greatly affect society and the environment.

1 -4●

Fairness and Honesty in Business

We recognize that our business activities have contributed widely to the prosperity of society, and wetake pride in this as we operate our business.

1 -3●

Doing the Right Things

Conservation of the Environment and Resources

We strive to apply the technologies we have established over the years for the optimal and efficientuse of the earth’s limited and valuable resources.
We strive to continue developing and improving our technologies in order to contribute positively tothe environment.

JGC Group Code of Business Conduct

Categories of Fraud Committed by Engineers:●

Data fabrication, forgery or falsification●

Concealment or disregard of defects●

Hiding of accidents●

Examination, manufacturing or construction by an unlicensed or unqualified person●

Fabrication of academic record, work experience or qualification●

Plagiarism

7Diversity

2 -1
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We respect international laws regarding human rights and do not participate in actions which might
violate human rights.
We do not discriminate on the basis of any characteristics such as nationality, race, color, religion,
gender, sexual orientation, gender identity, age, mental or physical disability or medical condition.
We do not engage in or condone human rights violations such as child or forced labor.

2 -2
●

8

Respect for Human Rights

2

Respect for Cultures and Customs

We respect the histories, cultures, and customs of other countries and regions, and we conduct businessin harmony with international and local customs. We strive to contribute to the sustainable developmentof each country and region.

JGC Group Code of Business Conduct

9Secure Work Environmentand Disciplined Behavior

3 -1●

We comply with the applicable labor laws and regulations that govern employment, personnel affairs, working
conditions, wages, etc. in each country and region where we conduct business.

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We respect the diverse personalities and values of each person, and strive to create highly motivating workplaces.

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We manage, guide and lead employees to realize their full potential, and evaluate their performance fairly.

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We forbid any forms of harassment and strive to create a sound working environment.

3 -2
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Safety and Health in the Workplace

Safety and health are our top priorities. We ensure workplace safety and health by following established rules,
acting to promote our own physical and mental health, and considering the safety and health of those around us.
We implement crisis management programs to prepare against any individual or organized anti-social activities,
terrorist attacks, cyber-terrorism, natural disasters, etc., which threaten civil life or business activities.

3 -3

Elimination of Violence●

We do not tolerate any form of violence in our workplace.

●

We act against any and all forms of violence against officers, employees and others even outside the workplace.

3 -4

10

Motivating Work Environment

Alcohol and Drugs●

We do not drink alcohol in the workplace, except on generally-accepted occasions, such as Company-authorized events.

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The use of illegal drugs is strictly prohibited.

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No one is allowed to work under the influence of alcohol or drugs.

JGC Group Code of Business Conduct

What is Harassment?

3

Harassment is an abuse of human rights. It involves verbal or physical conduct that offends orhumiliates others. Sexual harassment and power harassment (workplace bullying) are the two
typical forms of harassment seen in offices.

Sexual Harassment
Sexual harassment includes unwelcomed sexual approaches, requests for sexual favors and otherverbal or physical conduct of a sexual nature in the workplace. Sexual harassment can be
categorized as “quid pro quo” type and “hostile environment” type.
Quid pro quo harassment occurs when a supervisor demands sexual consideration in exchange
for job benefits. Hostile environment harassment occurs when an offensive environment is createdby unwelcomed, demeaning, sexually related behavior. It adversely affects the employee’s ability
to do their work.
Even if you don’t intend it, your conversation or behavior can be construed as sexual harassment.
No matter where you are, whether inside or outside the office, at social events, at a partner’s placeof business, during business trips, etc., as long as workplace relationships are maintained,
inappropriate words or actions may be viewed as sexual harassment.

Power Harassment
Threatening and intimidating acts by a person in dominant status in the workplace are considered
to be power harassment. Enthusiastic direction (e.g., raising one’s voice), if done improperly, canbe perceived as power harassment. Therefore, direction should be given productively, and should
be constructive and encouraging. Your words should not come out of anger or frustration.

11

Bribery and Other Anti-Social
Transactions

4 -1●

We do not offer, promise or provide bribes, such as improper entertainment, gifts, advantages or other economic benefits.

●

We maintain transparent and fair relationships with politicians and public officials.

●

We take appropriate steps when making donations and becoming a member of an institution, organization or association.

●●

We ensure that no part of the payment to our business partners is used for the purpose of gaining wrongful influence overpublic officials, or those in a similar position.
We consult our supervisors or the compliance department when we become aware of or suspect an act of bribery.

4 -2●

Gifts and Entertainment

We do not provide or receive any excessive gifts or entertainment.

4 -3

Prevention of Anti-Social Transactions●

We resolutely refuse any demand from individuals or groups that threaten the order of society.

●We do not use anti-social forces for our benefit or to settle any issue.

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12

Prohibition of Bribery

We are aware that deceptive approaches of anti-social forces may attempt to influence our business transactions, and wepay due care to avoid contact with and guard ourselves from such anti-social forces.
We do not become involved in acts of terrorism, drug dealing, money laundering, or with any criminal organizations, and are
careful in our business activities not to be used by such criminal organizations.

JGC Group Code of Business Conduct

Prohibition of Bribery

4

Bribery is to influence the acts of public officials by giving something of value such as money or goods,
and to unfairly make the situation favorable to ourselves. Paying expenses for travel, meals andentertainment, and employing the relatives of a public official may be considered to be bribery. A bribe
may also be given in the form of political contributions or charitable donations.
Additionally, bribes may be determined to have been provided indirectly via business partners. Even if it
is done by our business partner, we may have to take responsibility depending on the circumstances
surrounding the bribe.
Therefore, it is important to know our partners before entering into transactions. Ask them to answer aquestionnaire about their corporate ethics policies and procedures and to sign an anti-corruption
certification. Include stringent anti-corruption provisions in the contract. You may only proceed with atransaction after you receive confirmation through due diligence and certification that the business
partner agrees with our anti-corruption policy. Please note that the bribery of officers and employees ofprivate companies may be a crime under certain jurisdictions.

When Receiving Gifts and Entertainment
It is prohibited to receive money from business partners. Also, it is not permitted to receive gifts andentertainment beyond reasonable social norms. Sometimes it may be difficult to judge what isreasonable. If in doubt, consult with your supervisor or the compliance department in advance. Always
get approval in accordance with the prescribed procedure. Through the procedure, you may be able toconfirm that the amount is reasonable and your judgment is not distorted by the gifts and entertainment.
You are allowed to accept inexpensive goods, such as novelty goods (e.g., company logo brandedpens), that companies provide as customary de minimus gifts.

13

Fair Competition andInternational Trade

5 -1
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We comply with the laws and regulations applicable to our services and products, and follow necessary procedures without
exception.
We use proper means when we collect information, and we protect the confidentiality of our clients’ information and personaldata.
We do not participate in any concerted actions that wrongfully restrict trade, including discussing and agreeing withcompetitors about prices, volumes, production facilities or market distribution.
We do not collude with companies in the same business area to refuse or suspend business transactions with any specificsuppliers. We do not engage in bid rigging or any activity that undermines the fairness of public bidding.

●14

Supply Chain Management

We build strong partnerships with suppliers and maintain and improve long-term relationships of mutual understanding andtrust.
We select suppliers carefully and fairly. In addition to their quality, reliability, schedule and prices as well as their
management stability and technological strengths, we also consider their fulfillment of social responsibility, including theirrespect for human rights, elimination of unfair discrimination in employment, elimination of child labor and forced labor,
environmental protection activities and anti-bribery program.

5 -3●

Fair Competition

We respect the interests of our business partners and conduct fair business based on equitable relationships.

5 -2●

Fair and Transparent Transactions

Compliance with Import and Export Regulations

We understand and comply with the applicable trade laws and regulations of the countries in which we operate. We makeproper application to the relevant authorities in accordance with such laws and regulations.

5

Cartels and bid-rigging disrupt free competition and drive up the prices of the services or products ourclients purchase. Eliminating competitors by using a dominant position in the market is an unfair act.
These actions are forbidden under the competition law of most countries. Typical acts banned bycompetition laws include the following:●

Discussing the price or other contract terms with competitors in bids●

Attempting to divide up the market with competitors●

Taking measures to eliminate competition●

Arranging to have the winning bidder bear the estimation cost of the losing bidder

In addition, you must avoid putting yourself in a situation where you could be suspected of violatingcompetition laws. Be cautious when meeting with competitors. Prior to such meetings, check the
purpose, agenda and the attendees of the meeting, and never attend if the topic to be discussed islikely to violate laws and regulations. In case such topics are raised by competitors, express your andthe Company’s opposition to being involved in such illegal transactions, and please leave the place
without hesitation. Report any such incidents to your supervisor and the compliance department
immediately.

Selection of Suppliers
When selecting a supplier, you should fairly compare various conditions, evaluate, and decide on that
supplier in accordance with the prescribed procedure. If you give priority to a particular supplier without
a legitimate reason, we will lose the trust of the market. Even if a decision to place an order is legitimate,
it is just as damaging to the Company’s reputation if it looks suspicious from a third party’s point of view.
In addition, you must not abuse your dominant position as the buyer. It may constitute a violation of thelaw or the contract if, without a legitimate reason, you reduce the amount of or delay the payment, or
refuse to receive the delivered product after you have placed the order.

We carefully judge whether to undertake an international transaction, considering not only the relevant laws and regulations,but also the international situation and requirements.

JGC Group Code of Business Conduct

15

Corporate Assets andInformation

6 -1

Use of Corporate Assets●

We manage and use corporate assets solely for business purposes.

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We do not use corporate assets or funds for personal purposes.

6 -2

Information Control and Protection of Intellectual Property Rights●

We manage confidential information in accordance with Company policies.

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We respect the relevant rights and value attached to confidential information belonging to the Company or others.

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We protect confidential information. Any leak may cause damage to the Company and others, and result in a breach ofcontract or laws.

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We manage confidential information strictly to prevent unauthorized disclosure and usage outside of the permitted purpose.

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We prevent infringing on the intellectual property rights of others, such as unauthorized use of software.

6 -3

We prohibit false entries in expense reports and timesheets or the making of fraudulent claims.

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We input accounting data clearly, simply, legitimately and precisely.

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We do not record or approve backdated, false or misleading entries, off-the-books funds and assets, and payments notsupported by appropriate documents.
We understand the accounting standards and applicable tax laws in the jurisdictions in which we operate, and makelegitimate accounting reports and tax declarations.

6 -4●

Using the Company's property and assets for personal purposes is a crime which constitutes
embezzlement and/or theft. Even if the amount is small, the following actions are not allowed:●

Keeping the refund paid for unused air tickets and train tickets●

Receiving illegitimate travel expenses by falsifying the route / means of transportation●

Privacy and Personal Information

We recognize the importance of protecting personal information and handle personal information properly, in accordancewith Company policies.

Using Company computers, printers, cameras, phones, etc. for personal purposes●

Claiming personal dining and travel expenses as meeting or entertainment expenses

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16

Timely and Appropriate Disclosure

Selling office supplies and equipment and using the money for personal or other unjustifiablepurposes (even if the discarding of the item was planned, or even if you receive permission
from your supervisor, it is prohibited)

Company Information
Information you handle in daily work is an important asset of the Company. Except for information madefor publication purposes, all information created and obtained by or from the Company is confidential
information. If such information is leaked, it may have a negative impact on the business of theCompany.
In addition, we also handle confidential information of third parties, such as our clients, suppliers andbusiness partners. Unauthorized disclosure and leakage of such third party information may cause
damage to our clients, suppliers and business partners and our reputation and trust in our integrity
could be seriously damaged. We need to make secure other companies’ information with the samecare as we handle the Company’s information.
Please be aware of the following points to avoid leaking important information accidentally:●

Do not write or upload data related to work on the Internet.

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Do not talk about business in public places, pubs, or even in the Company’s elevators, etc.

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6 -5

Charging for meeting or entertainment expenses by reporting that a person not actuallypresent was there●

Tax and Accounting●●

Unacceptable Conduct

6

Do not tell confidential information or personal information you obtained through work to those
who do not need to know even if they are the directors, officers or employees of JGC Group
companies.

We make timely and appropriate disclosures. Through constructive communication with stakeholders, we secure publicconfidence and enhance our brand and value.

JGC Group Code of Business Conduct17

Distinction Between
Corporate and Private Affairs

7 -1
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●

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We do not take actions which sacrifice the Company’s interests for the benefit of ourselves or our relatives, friends or
acquaintances, such as actions that compete with the Company’s business or which benefit competitors.
We prohibit actions like engaging in side business for the benefit of clients, suppliers or competitors, or investing in theirbusinesses that might lead to conflicts of interest.
We consult our supervisors or the compliance department when we, our relatives or friends engage in activities that might
constitute conflicts of interest.

7 -2
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Insider Trading

Conflict of Interest

While working for the Company, you are obliged to prioritize the Company's interest over your own andthat of others. If you make a decision to benefit yourself, your friends or your relatives, it is a conflict ofinterest. Even if you were making a fair judgment, someone may assume that you prioritized yourinterests over the Company's interest.
For example, if you are in a position of selecting vendors, and if one of the bidders is a company owned
by your relative, it is difficult to demonstrate that your judgment is fair. Even if you have selected yourrelative’s company through a fair assessment, it could be taken that you prioritized your relative’s
business over an unrelated business. If you become aware of a possible conflict of interest, you should
consult your supervisor or the compliance department.

I n s i d e r Tr a d i n g

While in possession of any JGC Group company’s “material facts”, which may significantly affect judgments regarding
investment, we are not allowed to sell or purchase JGC Corporation securities until such material facts are released publicly.
While in possession of any client’s or business partner’s “material facts”, which may significantly affect judgments regarding
investment, we are not allowed to sell or purchase the client’s or business partner’s securities until such material facts are
released publicly.

7 -3●

Conflicts of Interest

Personal and Political Activities

We prohibit personal activities in our workplace such as assembly, speech, propaganda, solicitation, and distribution or
posting of literature unrelated to the Company’s business unless approval is granted.

7

It is not permitted to harm the Company's interests for your personal or third parties’ benefit by using
information obtained through your work. For example, it is prohibited as insider trading to use
undisclosed Company information (“material facts”) for stock trading. Even if you do not financially gainfrom the transaction, it is a violation of the law and you will be punished. In addition, if you disclosematerial facts to or encourage trading based on material facts by others, it is a violation even though you
are not directly making the transaction yourself.
However, it is not considered insider trading if the transaction occurs after material facts are published.
After the material facts are released by more than 2 mass media (including newspapers and broadcasters)
and 12 hours have elapsed since its disclosure, you are allowed to buy or sell the stock in question.

Examples of Material Facts:
●
●
●
●
●
●
●
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18

JGC Group Code of Business Conduct

Prospective project awards
Dividends
Suspension of large-scale projects
Asset disposal or raising of large amounts of financing
Changes in business objectives (including sales targets and orders received)
Long-term alliances with other companies
Expansion into new business fields
Matters considered by the Board of Directors

19

一人ひとりの判断基準

7 Ethical Questions

There may be cases in which there is ethical ambiguity, making it difficult to make the rightdecision. In such cases, you should consult with your supervisor or the compliancedepartment. On the other hand, in your day to day work there will be many cases where you
can make the right decision based on your own standards and common sense. If you face anethically difficult situation, first ask yourself these 7 Ethical Questions. We hope it will help
you determine what is right and find what course of action you should take. If you are still
unsure after answering these 7 Ethical Questions, please consult with your supervisor or thecompliance department before taking any action.

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Is it right/ethical?

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Is it legal?

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Does it conform with the two Professional Commitments (Integrity and Respect)
included in our Values?
Does it comply with the JGC Group Code of Business Conduct or other
Company policies?

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How will it be taken if it is reported in a newspaper?

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What are the “worst case” consequences?

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Can you tell it to your family?

Revision date : April 1, 2022
Contact : JGC Holdings Corporation Group Governance & Legal Department