Compliance

NTN believes that earning the trust of society is essential in order for the Company to contribute to the realization of a sustainable society and to continue to be a company that is needed by society. Accordingly, we place importance on compliance in our Management Policy. We perceive compliance to include not only abiding with the laws and regulations of each country, but also observing internal regulations and social norms. In light of that, we have established the Business Code of Conduct to serve as a behavioral guideline that officers and employees should adhere to.

NTN has established Group-wide rules and regulations regarding compliance, and has set up and operates the Compliance Committee and the Fair Trade Monitoring Committee to build a system for promoting compliance centered on the activities of these two committees.
In Japan, a Compliance Promotion Activity Supervisor is appointed at each business site and subsidiary to facilitate the implementation of compliance promotion activities. With regard to antimonopoly laws, the Legal Department is responsible for overseeing legal compliance activities in Japan, including at subsidiaries. Overseas, the action plans deliberated by each committee are implemented mainly by the Administration & Internal Control Department established in the Office of the General Manager in each region. We are working to enhance compliance activities across the Group by holding regular training sessions and sharing information and exchanging opinions on important issues.

■Structure

We have established the Business Code of Conduct, consisting of 26 items, as a basic behavioral guideline that each individual officer and employee of NTN Group companies should adhere to in their business activities.
A handy card containing these items, along with the Business Code of Conduct Guidebook which provides an easy-to-understand explanation of the contents, are distributed to officers and employees. Local versions of the guidebook have also been prepared for overseas Group companies as a part of our efforts to promote compliance across the whole of the NTN Group.

• For details of the Business Code of Conduct, please refer here (PDF)

We have designated July 26 as Compliance Day. This was the date when the Japan Fair Trade Commission had conducted an on-site inspection in the past due to suspicions of cartels. On this day, activities are carried out to reaffirm the importance of compliance across the whole of the NTN Group.
On Compliance Day, the President sends out a message to Group employees both in Japan and overseas about the importance of compliance in business activities, and other initiatives are implemented to further improve awareness of compliance among employees.

We conduct the Compliance Awareness Survey on employees once a year on an ongoing basis.
In addition to evaluating the achievements of compliance-related educational and awareness-raising activities as well as the level of understanding of the Business Code of Conduct, we also check anonymously for any harassment or compliance violations that may be present in the workplace. The results of the survey are monitored over time and issues that need to be addressed are identified and utilized in future educational and awareness-raising activities.

As part of our fraud prevention activities, since fiscal year 2017, the Group has been conducting surveys on employee evaluations to understand better the attitudes of the presidents of affiliated companies and corporate culture of these companies, in relation to compliance.
It is said that fraudulent acts are highly likely to occur in a company when the Fraud Triangle of motives/pressures, opportunities, and rationalization, is established. While advancing the development of regulations, rules, and penalties, it is also important to improve the corporate culture and environment. Therefore, NTN regularly checks for changes in the organizational culture of affiliated companies through employee evaluations.
By disclosing the results of this survey to the presidents of affiliated companies, we are utilizing these results to develop a culture of “not being motivated to engage in fraudulent acts” by fostering awareness that they are always being observed by the Company and the Head Office. At the same time, the results of this survey are also used to build good relationships with employees.
Since fiscal year 2021, to improve the effectiveness and efficiency of the survey, we have been conducting it on affiliated companies that experienced changes of presidents or other significant events. In FY2025, the survey was conducted on approximately 1,200 employees from 15 companies (five in Japan, and ten overseas).

■(Average) Percentage of employees who evaluated the attitudes of the president of the affiliated companies as “Good”

We have established a “Helpline (whistle-blower system)” both inside and outside the company as a contact point for handling consultations regarding actual or potential violations of laws, the Business Code of Conduct, and internal regulations, whether named or anonymous. In accordance with the rules stipulated in the “Helpline Management Rules,” which include confidentiality obligations and prohibiting disadvantageous treatment of whistle-blowers and investigation cooperators, the Helpline handles various types of cases such as harassment. The Helpline is used not only as a means of reporting violations and misconducts, but also as a means of receiving questions and opinions regarding compliance with the Business Code of Conduct, maintaining good relationships between the company and its officers, employees, and business partners. In Japan, the Helpline Management Rules were revised in 2026 in accordance with the enforcement of the revised Whistleblower Protection Act (amended 2025, effective December 2026). We operate the Helpline in accordance with the spirit of the Act, including measures such as expanding the scope of protected persons, ensuring broader protection, and raising awareness of the whistle-blower reporting system. In FY2025, there were 27 internal whistle-blowing cases, with a 100% consultation response rate. Overseas as well, we are sequentially developing and operating whistle-blower systems for each region according to their needs and circumstances.
We are working on raising awareness about the Helpline among employees through various compliance training and inclusion in the Business Code of Conduct Guidebook, as well as posting on the Company intranet. The Helpline awareness rate has reached 92% (FY2025 “Compliance Awareness Survey” results). We will continue to conduct awareness activities and to provide consultation services, and we aim to create a workplace where employees can work with peace of mind by detecting misconduct early and protecting employees.

■Structure

(1) Establishing regulations and systems

In the Business Code of Conduct under “25. Self-Restraint Regarding Entertainment and Gifts,” we clearly state that “we will not provide bribes to domestic and foreign public officials or engage in conduct that could raise such suspicion, and we will ensure that entertainment and gift-giving with business partners remain within the bounds of social norms.” Based on this, the Legal Department, which serves as the controlling department responsible for matters related to bribery, works to develop and implement internal regulations based on anti-bribery and corruption related laws and social norms in Japan and overseas countries.
In our internal regulations, we not only prohibit bribery and corruption with domestic and foreign public officials and business partners, but also establish rules and procedures regarding the provision of property and benefits by officers and employees, and rules and procedures to prevent bribery and corruption through business partners. Moreover, since there are some countries that regulate the exchange of property and benefits between private companies, we have also established rules and procedures for the receipt of property and benefits to prevent bribery by officers and employees. To ensure fair trading and prevent conflicts of interest by officers and employees, in principle, we do not accept entertainment, gifts, and other offerings from business partners.
Overseas, we have developed and implemented country-specific internal regulations based on the relevant laws and social norms of each country, and we regularly conduct audit activities related to these regulations. The Legal Department regularly shares information and exchanges opinions with the Administration & Internal Control Departments in each region regarding their respective related initiatives, while maintaining and managing a system to prevent bribery and corruption throughout the NTN Group.

(2) Education and awareness-raising activities

For employees whose work involves bribery prevention, we conduct awareness activities on bribery- prevention, require them mandatory e-learning on basic knowledge of bribery- prevention and internal regulations and procedures, and conduct training as appropriate. In particular, we hold annual training for compliance promotion activity supervisors and representatives appointed at each business site and subsidiary, sharing information on compliance status with rules.
In addition, in “Legal Information,” which is published and distributed monthly for the purpose of fostering legal knowledge and reducing compliance violation risks, we also regularly address violation cases and sanctions related to bribery, summaries of legal amendments, and other topics to raise awareness of bribery prevention.

[Main bribery-prevention training conducted in FY2025]

• e-learning course on the risks of bribery-related law violation for officers
• e-learning course on the risks of bribery-related law violation for employees (excluding factory workers)
• Training course for compliance promotion activity supervisors and representatives
• Tiered compliance training (conducted for newly appointed managers and new employees regardless of job type or department)
• Bribery prevention training in each overseas region

(3) Audits

To assess and evaluate whether anti-bribery procedures are being properly implemented in accordance with bribery-related laws and regulations and internal rules, we conduct regular audits.
In Japan, we continue to conduct “self-audits” carried out by the heads of each department under the direction of the Legal Department and “internal audits” conducted by the Internal Audit Department once a year. In FY2025, we conducted these audits across 100 domestic departments.
Overseas, the Administration & Internal Control Departments in each region regularly conduct self-audits and internal audits. These audits detected no serious violations. We will continue to work on strengthening our bribery prevention system.
Over the past decade, our Group has not been charged by authorities in any country for violating bribery-related laws, nor incurred any expenses related to such violations. Furthermore, no employee has been subjected to disciplinary action or been dismissed as a result of violating regulations related to bribery prevention.

(2) Prevent and monitor contacts with competitors

Any officer or employee who might potentially contact competitors at an exhibition or meeting or any other event is obligated to apply for permission in advance and/or report it subsequently. This means we have in place a system with which we can identify the status of contact by officers and employees with competitors.

(3) Education and awareness-raising activities

We continuously provide training with the aim of further raising awareness among officers and employees regarding compliance with antimonopoly law. In addition, on “Compliance Day,” the top management themselves repeatedly communicate to all Group employees through a “President’s Message” every year that “we never seek profits through unfair practices such as cartels.” Going forward, we will continue to enhance the content of our training and awareness-raising activities to promote fair and free competition.

[Key antimonopoly law compliance training conducted in FY2025]

• E-learning on antimonopoly law compliance for sales divisions
• Antimonopoly law compliance training for departments located in the Kuwana and Tokai areas (excluding factory workers)
• Tiered antimonopoly law compliance training (conducted for newly appointed managers and new employees regardless of job type or department)
• Antimonopoly law compliance training in each overseas region

(4) Audits

We conduct regular audits to understand the actual situation and evaluate whether antimonopoly law compliance at our company is being properly implemented in accordance with relevant laws and internal regulations.
In Japan, we continue to conduct “self-audits” carried out by the heads of each department under the direction of the Legal Department and “internal audits” conducted by the Management Audit Department. In FY2025, we conducted these audits across 22 domestic departments.
Overseas, the Administration & Internal Control Departments in each region regularly conduct self-audits and internal audits.
These audits detected no serious violations; however, we will make improvements to the matters indicated in the audits to further strengthen our antimonopoly law compliance system.

Building on our existing framework for compliance with subcontract laws, NTN is working to establish a fair and highly transparent trading environment in response to the Act on Preventing Delay in Payment to Small and Medium-Sized Entrusted Business Operators in Relation to Manufacturing Consignment(hereinafter, "SME Transactions Act"), which came into effect in January 2026. Following the legislative revision, we promptly confirmed which of our business partners qualify as small and medium-sized entrusted business operators, thereby clarifying the scope of legal applicability.
To promote fair and transparent transactions while reducing the burden on our business partners, we are advancing payment of storage fees for molds and other items to business partners that qualify as small and medium-sized subcontractors. In addition, taking into account rising labor costs and various cost fluctuations, we conduct regular consultations with our business partners toward appropriate price revisions.
Internally, we are conducting e-learning programs and workshops for all employees to promote understanding of the Amended Subcontract Act and enhance compliance awareness.
Furthermore, we have introduced a portal system to facilitate smooth communication with our business partners, establishing a framework that enables not only information sharing regarding transactions, but also consultation and violation reporting related to the Amended Subcontract Act.
We also position logistics as an important component of the entire supply chain, and as a specified business operator, we are strengthening our management framework by formulating cross-Group policies.
Going forward, NTN will continue to pursue ongoing improvements toward strengthening trust relationships throughout the entire supply chain and achieving sustainable transactions.