Anti-Bribery & Anti-Corruption-Statement

Introduction:

Panasonic is committed to ensuring that each Panasonic company, branch or operation ("Company") in the European region meets its legal obligations and prevents, detects and eliminates corrupt practices, and cooperates to reduce opportunities for bribery and corruption.

Panasonic requires all staff at all times to act honestly and with integrity and to safeguard the resources for which they are responsible. Bribery is an everpresent threat to these resources and therefore must be a concern to all members of staff.

Panasonic does not tolerate any form of corruption (including the giving and receiving of bribes) within the organisation and takes the most serious view of any attempt to commit corrupt practices by members of staff, contractors, agents and business partners. Cases of suspected corruption will be properly investigated and appropriate action taken, including reporting to the appropriate authorities, disciplinary action, prosecution and active pursuit of recovery.

All management and staff are actively encouraged to report all cases of suspected corruption either to their line manager, to another member of management or via the Panasonic Hotline.

This Policy has been adopted and endorsed by Panasonic senior management and is to be communicated to everyone in our business to ensure their commitment to it. Our senior management attaches the utmost importance to this Policy and as stated above will apply a "zero tolerance" approach to acts of bribery and corruption by any of our employees or by business partners working on our behalf, including advisors, agents or contractors.

Panasonic also expects that all third parties dealing with Panasonic apply the highest ethical standards in their business relationships and that they have an appropriate anti-bribery and anti-corruption compliance programme in place.

Any breach of this Policy will be regarded as a serious matter and is likely to result in disciplinary action.

What is Bribery & Corruption?

For the purpose of this document by "bribery" and "corruption" we mean as follows:

Bribery:

includes, but is not limited to, the promising or granting or the requesting or receiving of benefits in money or money’s worth to a person with the aim of influencing that person in order to obtain business improperly or to gain an improper advantage. It is the offer, promise, giving, demanding or acceptance of an advantage as an inducement for an action which is illegal, unethical or a breach of trust. The most obvious form of inducement is the giving / offer of money, goods or an advantage, but it can include the promise of favours in the future.

Corruption:

is the misuse of public office or power for private gain; or misuse of private power in relation to business outside the realm of government.

Application of the Policy:

This Policy is not intended to prohibit hospitality practices which are proportionate, properly recorded and lawful in the jurisdiction where they are carried out. Practices that are aimed at establishing/strengthening relationships with suppliers and customers and promoting Panasonic products and services, must be carried out in moderation, be transparent and not place any expectation on the recipient to reciprocate either by performing, or failing to perform, any other task in return.

Panasonic makes no distinction between facilitation payments (small payments, sometimes known as "grease" payments) and bribes. Both are expressly prohibited, even if the payment is small or totally acceptable according to local custom and tradition.

Employee Responsibility:

Each person within our organisation has a duty to speak out against suspected acts of bribery or corrupt practices. Everyone has a responsibility to help prevent, detect and report instances of suspected bribery and wrong doing.

Panasonic believes that it is essential to create an environment in which everyone feels that they can raise any matters of genuine concern without fear of disciplinary action being taken against them or fear of reprisal. We will ensure that all cases of suspected bribery are dealt with consistently and whether or not an investigation shows bribery exists, there will be no retaliation against or adverse consequences for the person reporting the possible case of bribery.

Further, no employee will suffer any retaliation or adverse consequences for refusing to pay a bribe.

We have a number of channels that employees can go through in order to speak to someone about any concerns in confidence:

• the European "whistle-blowing" Hotline
• the line managers
• the HR managers
• the Legal managers
• the local Finance Directors

Policy on Accepting Gifts and Entertainment

Panasonic is committed to undertaking business fairly and with honesty and transparency.

We appreciate that there are occasions when we may be offered or accept gifts and/or invitations for meals or events.

It is more important than ever to secure that we prevent any suspicion of corruption or misuse of company assets effectively. In order to ensure that gifts/invitations are only accepted appropriately the following guidance must be followed:

Accepting invitations to Lunch, Dinner and/or Social Events offered by Third Parties

Panasonic staff members may only accept entertainment from business partners if:

• It is reasonable, proportionate and made in good faith to improve the image of a commercial organisation, better present products and services, or establish cordial relations (ie: legitimate business purposes).
• It is not given or does not create the appearance of being given as a bribe, payoff, to obtain or retain business, or to secure an improper advantage
• It does not create the appearance that the giver is entitled to preferential treatment, is trying to obtain an improper or unfair advantage through the invitation or is conditional upon receiving anything in return for accepting the entertainment
• Is reasonable and appropriate in the context of the business occasion
• It complies with the specific limitations established by your local Expenses Policy

It is never appropriate to accept the following:

• Any events that would undermine or damage the reputation of Panasonic, eg. adult entertainment, gambling, lewd behaviour etc
• Invitations that the recipient knows the giver is not permitted to give
• Invitations otherwise denied or previously denied by local management
• Invitations made during a tender process involving the giver

Staff members should please contact their manager prior to accepting any offers of entertainment that are above 27.00 GBP/ 30.00 Euro.

Accepting Travel Offered by Third Parties

Infrequently it may be appropriate for third parties to pay for travel-related expenses for Panasonic staff. Offers of travel must be approved by your manager who should have regard to:

• The primary purpose of the travel must be business related
• Itinerary minimises side trips and avoids tourist destinations
• Travel offered for family members is not allowed

If in doubt, employees should please contact their manager, local director or a member of the legal team.

Accepting Gifts Offered by Third Parties

Panasonic staff members may only accept gifts from business partners if:

• The primary purpose of the travel must be business related
• Itinerary minimises side trips and avoids tourist destinations
• Travel offered for family members is not allowed

If in doubt, employees should please contact their manager, local director or a member of the legal team.

• They disclose the gift and have it approved by their line manager
• The gift then be used to benefit all employees, e.g. as prizes in a Christmas raffle or donated to a non-profit organization. Perishable goods (e.g. chocolate, fruits, etc) as well as flowers shall be divided amongst all team members or used as decoration for community spaces/offices management in advance.
• It would not embarrass Panasonic or the giver if disclosed publicly
• It is reasonable, proportionate and made in good faith to improve the image of a commercial organisation, better present products and services, or establish cordial relations (ie: legitimate business purposes).
• It is not given or does not create the appearance of being given as a bribe, payoff, to obtain or retain business, or to secure an improper advantage
• It does not create the appearance that the giver is entitled to preferential treatment or is trying to obtain an improper or unfair advantage through the invitation or is conditional upon receiving anything in return for accepting the entertainment
• It complies with the specific limitations established by your local Expenses Policy

It is never appropriate to accept the following:

• Gifts of gratuities or other items personally requested by staff members that would benefit them personally, regardless of value.
• Gifts given during a tender process involving the giver
• Gifts of cash or cash equivalent (such as gift cards or certificates)
• Gifts prohibited by local law
• Gifts that the recipient knows the giver is not permitted to give
• Gifts otherwise denied or previously denied by local management

It is recommended that gifts received and used to benefit all employees or a charity etc should be acknowledged to the giver in writing and setting out how that gift was used.

Gifts received at an event or of a ceremonial nature that might not be appropriate under these guidelines, but would be impractical or offensive to refuse at the time, may be accepted and then reported to your manager. You and your manager should then discuss the appropriate response.

Staff are expected to exercise good judgement when accepting gifts and staff should speak to their manager or a member of the legal team if they are in any doubt.

Examples of what is acceptable to accept:

• TRAVEL – Short stays for yourself only in appropriate hotels for business purposes is acceptable. It is permitted to do a short amount of sight-seeing when traveling, but this must not be the primary purpose of the travel. Travel can include appropriate hospitality such as drinks and dinners, but you must have regard to our policy on accepting gifts and entertainment above. Invitations must not be conditional upon receiving anything in return eg: agreement of a business transaction or subject to a contract being awarded to Panasonic;
• GIFTS – Small, low value gifts, such as chocolates, alcohol and food hampers can be accepted but must be declared to your manager and distributed for the benefit of your colleagues or donated to charity/for a raffle. Gift vouchers or cash gifts cannot be accepted. Acceptance of gifts must not be conditional upon receiving anything in return eg: agreement of a business transaction or subject to a contract being awarded to Panasonic
• Entertainment/invitations – Invitations to corporate events, such as sporting events, dinners & industry events may be accepted provided that you have approval from your manager, invitations are not excessive and acceptance of invitations is not conditional upon receiving anything in return eg: agreement of a business transaction or subject to a contract being awarded to Panasonic