NAIKAI TUG BOAT SERVICE CO.,LTD.

Our company was founded in June 1961 with a single tug boat and a handful of company officers. Since then we have progressively expanded along with Japan’s economic growth, and today we have secured a leading position in this industry.
Until today, succeeding generations of company officers have continued to make ceaseless efforts, but we believe we owe our continued existence not only to our own activities, but also to the understanding and cooperation of society and the stakeholders surrounding our company such as local communities, business partners, and government agencies. We are convinced that we cannot expect to grow unless the company, our officers and employees strive to gain further trust and respect as members of society.
To be widely respected as making positive contributions to society, we believed we needed to set forth clear guidelines with which we must all comply. However, it is not sufficient simply to follow these guidelines, but we must also comply with general rules and regulations, and place priority on acting in accordance with morals and social norms in all matters. We firmly believe that practicing moderate behavior based on proper values and justice is a foundation for the growth of Naikai Tug Boat Service. We expect all of our employees to fully understand the thoughts and contents of this Code of Conduct and use them as guidelines for action.

Our Basic Principles

Article1 Management Principles “Our Three Pledges”

• We pledge to value ties among people and deliver happiness to our employees, their families, customers, and people in local communities.
• We pledge to have responsibility and outstanding maneuvering skills to protect the environment and safety of the sea.
• We pledge to maintain the spirit of “independence and symbiosis,” and sincerely do our best for the people of the world.

Article2 Customer Service

We regard it as our most important tasks to provide safe and consistent service. We ask our employees to further boost customer satisfaction and trust by improving service quality, developing innovative technologies, and pursuing appropriate cost levels.

Article3 Pursuit of Safety

1. For thoroughly safe maritime operations and further improvement of quality, we must follow basic procedures faithfully and strive every day to improve our skills.
2. In preparation for all types of threat such as natural disasters, we work together to ensure thorough organizational crisis management. We further strive to properly manage safety and improve technology at each of our service sites, in addition to our vessels.

Article4 Environmental Conservation

All members must promote environmental conservation by complying with all relevant environmental laws and regulations, and we ask that you consider the impact of activities on the natural environment, and voluntarily take measures to preserve the environment such as waste reduction, ecosystem preservation, and improvement of environmentally friendly technologies.

Fair Business Activities

Article5 Compliance with various laws and regulations

All members must comply with laws, regulations and internal rules, and conduct truthful, fair and equitable trading activities in accordance with social norms.

Article6 Compliance with Competition Law and Antitrust Law

1. Employees must observe Competition Law and Antitrust Laws, and are strictly prohibited from trade practices that impede free competition such as private monopolies, unreasonable transaction restrictions such as cartels, and unfair trade practices.
2. Abuses of advantageous position are prohibited in transactions with cooperating companies.

Article7 Selection of Business Partners

We must select business partners properly and fairly, and in addition to ensuring the reliability of products and services offered by business partners and the stability of their business performance, we must take into consideration CSR (Corporate Social Responsibility) such as compliance with laws and social norms, environmental conservation, prevention of corruption, respect for human rights, and improvement of employment and working environments.

Article8 Improper Acquisition and Usage of Other Companies’ Information

It is prohibited to acquire internal information from other company illegally or improperly, or to use that information for one’s own business purposes or leak it externally.

Article9 Personal Receiving of Brokerage Fees, etc

Personally collecting remuneration or brokerage fees from others in relation to business transactions is prohibited regardless of the reason. However, if proper fees are paid to the company and recorded as company income, it is acceptable even if addressed to an individual.
With regard to employees’ writing articles for magazines, etc. or giving lectures, we will consult with the Administrative Department about whether or not to treat this as relevant to the company’s business activities, and if so, any remuneration belongs to the company.

Article10 Passing on Expenses to Other Companies

It is prohibited to utilize business relationships to have other companies or other people, such as trading companies, bear expenses (including entertainment expenses) related to the company’s business.
Also, having another company or a third party bear the expenses for private use is obviously an illegal act and is strictly prohibited.

Article11 Prohibition of Bribery

1. Providing, offering, or promising goods and financial benefits (bribes) to any person(s), whether directly or indirectly, and whether in Japan or overseas, in order to gain unfair business advantages are strictly prohibited.
   We also prohibit the acceptance, request and promise of bribes.
2. Observe the Unfair Competition Prevention Act and all Japanese penal code laws relating to prohibition of bribery, and prevent bribery of civil servants as well.

Article12 Moderation in Entertainment and Giving and Receiving Gifts

1. Do not give or receive entertainments, gifts, or other economic benefits to or from stakeholders or others beyond the scope of common sense. Even within the scope of common sense, entertainment, gifts and other economic benefits must not be received without a supervisor’s approval. If the internal rules of the other party (business partners, etc.) are known in advance, entertainments, etc. conflicting with these rules will be troublesome, so please refrain from them.
2. Please understand that regardless of social norms, entertainment, gifts and other economic benefits offered to civil servants with any conflict of interest are strictly prohibited, so please comply with that prohibition.
3. Offering the following entertainments to civil servants in Japan is strictly prohibited

• Wining and dining. However, snacks or tea and dinners where diners split the bill are exceptions.
• Gifts of cash, gift certificates, etc., assets, real estate, services etc.
• Paid golf, event tickets etc.
• Summer, year-end, or farewell gifts or cash.

Article13 Elimination of Meaningless Rituals and Simplification of Ceremonies

Please refrain from exchanging gifts and greeting cards, such as in summer and at year-end, unless it is within the scope of social norms and based on personal intention. Please also try to keep rituals related to ceremonial occasions, etc. within the scope of social norms and based on personal intention. We do not accept gifts from subsidiaries or companies that are under our de facto control. If you receive such a gift, please report it to your superior and return the gift to the giver graciously.

Prohibition of Conflicts of Interest

Article14 Serving Concurrently at Other Companies or Organizations

The approval of the Board of Directors is necessary when a company officer assumes office as a representative or agent of other company, or a director runs his or her own company. Even when taking office as an officer of another company in a non-representative capacity, the Board of Directors must be notified.
Employees are generally prohibited from taking positions as officers, employees, agents, etc. of other companies or organizations, except when instructed to do so by the company. However, if there are unavoidable circumstances, please notify the Administrative Division and obtain permission from the company.

Article15 Serving Concurrently at Trading Partner Companies

Serving concurrently at trading partner companies, including as an adviser or consultant to any company with whom we are engaged in business transactions, is generally prohibited as it is likely to cause suspicion of abuse of positon. However, if there are unavoidable circumstances, please notify the Administrative Division and obtain permission from the company.

Article16 Utilizing Position to Force Others to Engage in Business

It is prohibited to utilize one’s position to put pressure on people within the company to deal with a company with which his/her relatives or friends are related. Business transactions should be decided objectively in view of price, service and quality.

Respect for Individuals

Article17 Non-discrimination

We value personal dignity. It is unacceptable to discriminate in word or action against anyone on the basis of gender, sexual orientation, gender identity, age, nationality, ethnicity, race, beliefs, religion, social status, lineage, hometown, occupation, appearance, or disability.

Article18 Prohibition of Harassment

There is zero tolerance for behaviors such as disrespect, mischief, discriminatory treatment, harassment, intimidation, sexual harassment, power harassment and so forth. If you suffer such treatment, please notify the president or general manager of the Administrative Department directly. When the company receives a complaint, we immediately investigate the facts and rectify the situation with sufficient consideration so that the victim does not suffer disadvantageous treatment thereafter.

Communication with Civil Society

Article19 Self-Management

All of us are independent individuals, but at the same time, we are members of Naikai Tug Boat Service. Thus while our actions on and off the job show our distinctive personality and character, they also influence people’s assessments of Naikai Tug Boat Service. This means we are required to thoroughly consider our behavior inside and outside the company and exercise self-control so as to maintain our self-awareness and dignity as members of Naikai Tug Boat Service.

Article20 Regional and Volunteer Activities

We recommend that as members of society, our employees voluntarily engage in community activities unrelated to company operations. We view individuals who take the initiative in engaging in social and volunteer activities in a positive light, and believe such activities earn the individual honor and respect.

Article21 Political and Religious Activities

Employees and company officers are free to carry out political and religious activities based on personal ideas and beliefs. However, political and religious activities on company premises or during business hours are prohibited.

Article22 Rejection of Antisocial Elements

We firmly refuse against any unfair demands from antisocial elements or persons suspected of involvement with them, and prohibit any relationship whatsoever with such persons.

Comfortable Working Environments

Article23 Work-Life Balance

Aim for work-life balance, and strive to create workplaces where every employee can work safely and feel rewarded by their work.

Article24 Safe and Hygienic Work Environments

1. Keeping the workplace environment safe and hygienic is a priority task. Make every effort to prevent accidents and occupational mishaps on a daily basis.
2. Be actively involved in maintaining and promoting mental and physical health, and strive to ensure a work environment where everyone can work comfortably.
3. We prohibit all directors and employees from possessing or using illegal drugs. We also prohibit all directors and employees from consuming alcohol to a level detrimental to the execution of duties.

Article25 Insider Trading

Insider trading is punishable under the Securities and Exchange Law as damaging the fairness of market transactions by conducting securities transactions such as sales of stock, credit, etc. based on corporate information learned in the course of business. Important information on listed companies must be disclosed, and when communicated to the Tokyo Stock Exchange through the TDnet system, posted on the Timely Disclosure Information Website operated by the Stock Exchange etc. at the specified time of disclosure, or when more than 12 hours have elapsed, after notifying two or more news organizations. Transactions carried out prior to release of information invite suspicion of insider trading, so during this time it is important to prevent external leakage of information and strictly forbidden to buy and sell stock, credit, etc. based on that information.

Handling of Information

Article26 Information Management

Company officers and employees are responsible for managing information obtained on the job so that it does not leak outside the company. Especially in public places (elevators, washrooms, on trains or other vehicles, eating and drinking establishments etc.), talking about company matters shows immaturity in terms of information management. Handle confidential information appropriately and keep information secure, in accordance with proper procedures, whether it is in document or electronic form. In particular, transferring personal information outside the company is strictly prohibited.

Article27 Respect for Intellectual Property Rights

As information technology advances, greater consideration is required for the protection of tangible and intangible intellectual property. It is not permissible to obtain or use other parties’ intellectual property by improper means or without authorization. Do not utilize confidential information developed by others, such as computer software programs, information with restrictions on usage conditions, etc., without paying the requisite fees, or otherwise utilize with copies disregarding the conditions of usage. When quoting a company name or trademark of another company in one of our publications, etc., it is necessary to confirm the correct notation and obtain the company’s consent.

Article28 Use of Information after Retirement or Resignation

Even after retiring or resigning from the company, do not disclose or utilize confidential information you learned while employed there without the company’s express permission. Corporate information is the property of the company, and arbitrary use by individuals is strictly prohibited.

Protection of Business Assets

Article29 Restrictions on Private Use of Company Equipment and Supplies

Company equipment and supplies are lent to company officers and employees as required for the performance of company operations. Their personal use or appropriation is prohibited, and those that do not handle these articles with care will be reprimanded.

Practicing the Code of Conduct

Article30 Consulting and Reporting

1. If we encounter suspicious behavior or a possible violation of the Code of Conduct, we report to or consult with a manager or Internal help desk or Outside help desk “Yusen Chat Room”.
2. We cooperate fully with investigations related to any incidents that are deemed to be suspicious behavior or a possible violation of the Code of Conduct.
3. Our company strictly protects the confidentiality of the person reporting, consulting, or cooperating with the investigation, and ensures that such person does not incur any disadvantage as a result of his or her disclosure of information or consultation, unless the disclosure or consultation is made with a fraudulent purpose or in an improper manner.

Article31 Penalties

Employees who are adversely affecting or harm the company by violating this Code of Conduct or any other company regulations and instructions will be penalized according to laws and company regulations.

Article32 Modification and Abolition

Modification or abolition of the Code of Conduct requires the approval of the board of directors.