Sysmex : P50 Governance

	CSR Management Society	Environment	Governance	External Evaluation /
MATERIALITY	STRENGTHENING OF GOVERNANCE			Performance Data

WHY IT IS IMPORTANT

To continuously grow a company and enhance its medium- to long-term corporate value, the strengthening of corporate governance is essential.

In addition to establishing compliance and risk management structures to enhance our management foundations, Sysmex believes that constructive dialogue and cooperation with its diverse stakeholders is an important management issue that will lead to enhancing corporate value.

POLICY

Sysmex considers reinforcing corporate governance to be one of its most important management issues. We aim to maximize the overall corporate value of the Group through management robustness, better transparency, and improved management speed and efficiency.

• Corporate Governance
• Policies for compliance/risk management

P52	Compliance Management
P54	Compliance Promotion Initiatives
P56	Respect forHuman Rights
P58	Risk Management Structure
P59	Response to Risks Related to
Business Continuity
P60	Enhancing Information Security

FRAMEWORK

Sysmex has adopted the system of a company with an Audit and Supervisory Committee to reinforce the Managing Board's audit and supervisory function, as well as to heighten management transparency and objectivity. Furthermore, we have introduced an executive officer system to accelerate decision-making on business execution and respond swiftly to changes in the business environment.

Additionally, Sysmex established the Internal Control Committee as an organization that controls risk management activities and the Compliance Committee as the controlling organization for compliance matters.

• Sysmex Report (Corporate Governance)

Results

(fiscal 2020)

12	5	2,720
Number of	Number of	Number of information
internal reports	unethical incidents	security trainees

GOVERNANCE

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CSR Management	Society	Environment	Governance	External Evaluation /
				Performance Data

CSR Management	Society	Environment	Governance	External Evaluation /
				Performance Data

Materiality

Compliance

Compliance Management

Group Policy

Pursuing Open and Aboveboard Business Activities

Based on our Group philosophy, the "Sysmex Way", we define our view of compliance as "the conduct of open and aboveboard business activities based on observance of laws and regulations and high ethical standards". In accordance with this definition, we have established a Global Compliance Code, in which particularly important conformance rules and behavioral guidelines for all Group executives and employees are detailed. This was not only provided in Japanese but was translated into many languages, including English, so that all Group executives and employees would be able to understand and adhere to it.

• Full text of the Global Compliance Code

Compliance Promotion Structure

At Sysmex, compliance violations are considered the most serious risk in terms of damaging social trust. Under our company's Group-wide risk management structure, we have established a Compliance Committee as the umbrella organization to promote and enhance compliance.

The Group Compliance Officer chairs the Compliance Committee, which promotes compliance throughout the Group. Compliance officers in place at each Group company promote compliance at such companies while the Compliance Committee monitors Group-wide activities. The compliance promotion structure receives checks from third parties for internal control purposes.

If there is a major compliance violation that has or could have a significant impact on a company or the Group, each Group company compliance officer via the Compliance Committee chair reports to the Internal Control Committee chair (CEO) and the Audit and Supervisory Committee members who are members of the Managing Board. Furthermore, information is disclosed regarding occurrences based on information disclosure regulations.

There were five unethical incidents in fiscal 2020, but none of them were significant violations.

• Corporate Governance Structure
• Corporate Governance Report

Internal Reporting System

Sysmex has established and runs an internal reporting system for all Group companies.

employees to seek consultations and file reports via e-mail, postal mail, or telephone through two lines (in-house and external). We have also established a line via Audit and Supervisory Committee members who are also members of the Managing Board, which enables employees to seek consultations and file reports related to the management team. Information received through these lines is handled anonymously and based on the Whistleblower Protection Act to shield from disadvantage employees making contact or providing information. We also have consultation and reporting lines for our overseas employees that are available in their local languages.

In fiscal 2019, we set up the Global Compliance Hotline, our global internal reporting system, which allows anyone working at any of our Group companies in Japan or overseas to report issues directly to the Head Office. This system aims to facilitate early detection of non-compliance issues.

In fiscal 2020, the number of internal reports received from

Global Compliance Code (Overview)

1. Ensuring the Safety of Our Products and Services to	6. To Maintain International Peace and Safety
Customers	We shall comply with export-related laws and regulations,

In Japan, we have set up an internal reporting system known as "Campanula Lines". Through this system, we offer field consultations related to compliance-related issues such as bribery and human rights abuses, and we work to resolve any such issues quickly. The "Campanula Lines" allow our

Japan and overseas was 12. We conducted investigations regarding these reports and dealt with each of them appropriately.

In all our corporate activities, we shall make it a matter of		and shall not engage in any transaction which may impede
priority to provide our customers with safety and security in		the maintenance of international peace and safety.
the operation and use of our products and services.	7.	To Conduct Proper Accounting and Appropriate Tax
2. Promoting Fair Dealing and Free Competition
	Payments
We shall comply with the laws and regulations of each		We shall always apply the appropriate accounting measures
country and region concerning the promotion of fair and free		and recognize the tax obligations set forth in applicable tax
competition, deal fairly with all our customers and other		laws and accounting regulations and standards.
business partners and conduct transactions under	8. To Respect Human Rights and to Improve Occupational
appropriate conditions. In addition, in relation to other
	Health and Safety
companies in the same business, we shall not illegally,
	We shall support the Universal Declaration of Human Rights
dishonestly or unreasonably restrict their business, nor shall
	and Core Labour Standards, and respect fundamental human
we defame them.
	rights, and shall not commit acts such as discrimination or
3. Fair and Proper Information Disclosure and Exercise of
	harassment. We shall also comply with applicable laws and
Complete Information Control		regulations and endeavor to improve occupational health and
Our corporate information, such as our Group's financial		safety. Further, we shall not commit any unfair labor practices
condition and business activities, shall be disclosed in a fair,		against the personnel of the company.
prompt, correct, and clear manner in accordance with	9.	Prohibition of Conflicts of Interest
applicable laws and regulations, and we shall exercise strict
	We shall not attempt to gain any personal profit in the

The "Campanula Lines" Internal Reporting System

Compliance managers

Audit and Supervisory

Committee

External line

External line

In-house line

(Members of the Audit and

(Law firm)

Supervisory Committee)

E-mail,

E-mail,

E-mail,

postal mail,

Consultation

Reply

postal mail,

Consultation

Reply

postal mail,

Consultation

Reply

telephone

telephone

telephone

Sysmex Group employees

(Full-time employees, contract employees, part-time employees, temporary employees)

	control over confidential information collected through our	performance of our duties, and shall not make any
	business activities so as not to infringe the rights of third	unauthorized use of our Group's assets, goods or
	parties.	information, nor shall we perform personal acts that may
4.	Implementation of Appropriate Research and	cause harm to the Group's business activities or reputation.
	Development Activities	10.To Maintain Sound Relationships with Society
	When carrying out research and development, we shall
	We shall comply with applicable laws and regulations related
	protect the dignity, privacy, and human rights of trial
	to anti-bribery statutes and comply strictly with applicable
	subjects, and shall comply with applicable laws and
	laws regarding making political donations. The company shall
	regulations to carry out our research activities in accordance
	not be intimidated by antisocial activities, behavior and
	with high ethical standards.
	groups, nor maintain any relationship with them.
5.	To Respect Intellectual Property
11. To Preserve the Global Environment
	We respect both the rights of our Group's intellectual
	We shall comply with environment-related laws and

property and the intellectual property of others. We shall not	regulations, and respect the environment throughout our
unlawfully acquire or use any confidential business
business activities, based on applicable laws and international
information or the proprietary assets of others.
standards, in an endeavor to preserve and improve the global
	environment.

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Compliance Education

Providing Continuous Education on Compliance

Sysmex views employee education and awareness activities as the foundation of promoting and ensuring compliance, and we continuously conduct education. During new employee and rank-based training, we take the opportunity to foster compliance with the Global Compliance Code.

In fiscal 2020, we conducted global compliance training in various languages for all Group employees in order to raise Group-wide awareness of particularly important topics such as

"the code of conduct and ethics" and "prevention of bribery and corruption".

We are expanding our educational tools to provide more detailed explanations of the Global Compliance Code on such themes as promoting fair trading and prohibitions against bribery, insider trading, and discrimination or harassment. These are applied through autonomous, planned educational and awareness efforts within individual divisions and companies.

• Education regarding Fair Marketing Activities
• Education and Training on Understanding Respect for
  Human Rights
• Diversity Education

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CSR Management	Society	Environment	Governance	External Evaluation /
				Performance Data

Materiality

Compliance

Compliance Promotion Initiatives

CSR Management	Society	Environment	Governance	External Evaluation /
				Performance Data

Anti-Corruption

In accordance with the spirit of the UN Global Compact, Sysmex undertakes thorough efforts to prevent bribery, in line with Principle 10, which states: "Businesses should work against corruption in all its forms, including extortion and bribery".

For risk assessments conducted periodically by the Internal Control Committee, compliance violations including acts of corruption are recognized as among the risks, and we are working toward risk reduction. Additionally, Item 10 of the Global Compliance Code, "To Maintain Sound Relationships with Society", clearly prohibits acts of corruption and the global anti-bribery regulations applicable to all Group companies cover topics such as specific banned activities, due diligence, the provision of education, and management systems. In these ways, we promote initiatives for Group-wide compliance.

• Global Compliance Code
• Overview of Anti-Bribery Regulations

Transparency in Relationships with Medical Institutions

Transactions based on a high level of ethics are required at every stage of Sysmex's operations̶from research and development to manufacturing, sales, and after-sales support̶ as the number of opportunities for collaboration with medical institutions and medical professionals is increasing.

In Japan, Sysmex Corporation and Sysmex International Reagents, which are members of the Japan Association of Clinical Reagents Industries, concur with the philosophy outlined in the association's "Guidelines on Transparency of Relationships between Corporate Activities and Medical Institutions", and they disclose information related to funding provided to such institutions.

Overseas, Sunshine Acts, which require companies to ensure transparency in their relations with healthcare institutions, have been enacted in the United States, France, etc. We report and disclose information about relevant funds for healthcare institutions to government authorities in the countries in which we operate. We upload the information to our website, and it has also been published on the websites of these authorities.

• Information on Funding Provided to Medical Institutions
• Information on Funding Provided to Medical Institutions
  (Details on the Japan region) (Japanese)
• Japan Association of Clinical Reagents Industries"Guidelines on Transparency of Relationships between Corporate
  Activities and Medical Institutions" (Japanese)

Research Ethics

Implementation of Appropriate Research and Development Activities

As defined in Item 4 of the Global Compliance Code,

"Implementation of Appropriate Research and Development Activities", when carrying out research and development, Sysmex protects the dignity, privacy, and human rights of trial subjects. Sysmex also complies with applicable laws and regulations in individual countries and regions to carry out its research activities in accordance with the highest ethical standards. In addition, Sysmex has adopted the "Ethics Regulations on Clinical Research and Development and Human Genome and Genetic Analysis Research", and has established a Research Ethics Examination Committee, which includes outside members such as legal and scientific experts, in order to review research content. The list of committee members and deliberation results are disclosed on our website to ensure transparency.

• Global Compliance Code
• Group Ethics Regulations on Clinical Research and Development
• Activities of the Research Ethics Examination Committee

Consideration for Animal Experiments

Item 4.4 of the Global Compliance Code, "Animal Experiments", states that when conducting animal experiments, we shall comply with applicable laws and regulations related to animal protection, and we shall limit such experiments to a minimum by studying the use of alternative methods. When animal experiments are necessary, we shall take all reasonable steps to minimize the animals' pain. We conduct animal experiments in line with internal regulations that conform with public guidelines. Our Testing Control Committee rigorously deliberates testing plans to ensure their regulatory conformance.

Guidelines Followed by Sysmex: Act on Welfare and Management of Animals (Ministry of the Environment), Standards Relating to the Care and Management of Laboratory Animals and Relief of Pain (Ministry of the Environment), Fundamental Guidelines for Proper Conduct of Animal Experiments and Related Activities in Academic Research Institutions (Ministry of Education, Culture, Sports, Science and Technology), Guidelines for Proper Conduct of Animal Experiments (Science Council of Japan)

• Global Compliance Code
• Biodiversity Consideration in the Production of Raw Materials

Fair Marketing Activities

We have formulated a code of ethics in marketing for our global promotion activities, described in Item 2 of the Global Compliance Code, "Promoting Fair Dealing and Free Competition". In accordance with this code, we promote fair marketing activities in every region of the world, based on industry standards and our own regulations.

We formulated the Sysmex Promotion Code to cover our activities in Japan. In fiscal 2020, we provided training sessions based on the Sysmex Promotion Code titled "Recent examples of scandals", "Sales information provision activities", and "Fundamental knowledge of laws and ordinances related to bidding and collusion" for about 200 employees in sales departments at our regional headquarters in Japan and East Asia.

• Global Compliance Code
• Sysmex Promotion Code

Tax Strategy

Sysmex has established Item 7 of the Global Compliance Code, "To Conduct Proper Accounting and Appropriate Tax Payments", as a measure to heighten tax transparency. This section describes how, in transactions with foreign affiliated companies, we calculate appropriate transfer prices in accordance with the OECD Transfer Pricing Guidelines and the transfer pricing tax system in each country. The text also states that tax havens shall not be used solely for the purpose of tax avoidance or benefit.

In addition, we disclose Group payments of taxes in financial and other reports, as well as the reasons for any discrepancies from effective statutory tax rates.

• Global Compliance Code
• Sysmex Report (Management's Discussion and Analysis)

Tax Strategy in the United Kingdom

▶ UK Tax Strategy

Respect for Intellectual Property

Sysmex accords third-party intellectual property rights the same level of respect as it does its own. As defined in Item 5 of the Global Compliance Code, "To Respect Intellectual Property", we will not unlawfully acquire or use any confidential business information or the proprietary assets of others. We promote a thorough understanding of these rules by all executives and employees throughout the Group. When developing new products, members of the intellectual property, R&D, and business development departments conduct and discuss global patent reviews for each new product development project.

• Global Compliance Code

Promotion of Security Trade Control

In line with Item 6 of the Global Compliance Code, "To Maintain International Peace and Safety", we comply with export laws and regulations of individual countries and regions, and we do not engage in transactions likely to impede the maintenance of international peace and safety. Sysmex has established the Security Trade Control Committee, which is under the direct control of the CEO, to prevent illegal exports. We have also assigned people at overseas regional headquarters to oversee security trade control, and we have configured a global operational structure. Every year, we provide basic e-learning training for all employees. We also provide ongoing education through various training sessions on recent world affairs and laws and regulations in order to raise awareness of security trade control.

▶ Global Compliance Code

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CSR Management	Society	Environment	Governance	External Evaluation /
				Performance Data

CSR Management	Society	Environment	Governance	External Evaluation /
				Performance Data

Materiality

Compliance

Respect for Human Rights

Policies and Initiatives Related to Respect for Human Rights

Participating in the UN Global Compact and Adhering to the Universal Declaration of Human Rights and ILO's Core Labour Standards

In accordance with Item 8 of our Global Compliance Code, "To Respect Human Rights and to Improve Occupational Health and Safety", we practice corporate management that respects the human rights of all employees and engage in related initiatives to enhance the working environment. This code is in keeping with the Universal Declaration of Human Rights provision that "All human beings are born free and equal in dignity and rights", and the spirit of the ILO's Core Labour Standards, which define the minimum labor standards that must be preserved in the workplace.

To ensure that these principles are effectively put into practice, Sysmex has clarified its zero tolerance policy regarding discrimination, harassment, forced labor, and child labor. We also conduct various types of training to ensure employee awareness of these matters. Sysmex began participating in the UN Global Compact in February 2011, and we have clarified our corporate stance in relation to the Compact's Ten Principles regarding human rights, labor, the environment, and anti-corruption.

• Global Compliance Code

Identifying Risks to Human Rights (Human Rights Due Diligence)

In accordance with Item 8 of our Global Compliance Code, "To Respect Human Rights and to Improve Occupational Health and Safety", we believe it is necessary to conduct "human rights due diligence". This involves identifying negative impacts on human rights and preventing or reducing them via our business activities throughout the entire supply chain. Specifically, we have incorporated into CSR surveys of our business partners such topics as the prohibition of forced and child labor, and the elimination of discrimination due to gender, disability, race, or other factors. To ensure that Sysmex is not involved or complicit in human rights abuses, we ascertain impacts on human rights in advance and put in place measures to ensure the prevention of such abuses. With the UK Modern Slavery Act going into effect, Sysmex UK has publicized a statement in this regard on its website, and operates in compliance with this Act.

• Strengthening of Supply Chain Management
• Anti-Slavery and Human Trafficking Policy

Consultation and Reporting Systems Related to Human Rights

Sysmex has established internal reporting systems in Japan and overseas to handle human rights consultations, including those related to discrimination and harassment. Information received will be appropriately handled based on the Whistleblower Protection Act to shield from disadvantage employees making contact or providing information. Once facts are confirmed, and a compliance violation is deemed to have taken place, we will impose sanctions on the violator while also taking measures for corrective action and recurrence prevention.

▶Internal Reporting System

Education and Training on Understanding Respect for Human Rights

Conducting Training to Prevent Human Rights Abuses

Sysmex strives to prevent human rights abuses by conducting training on prevention of harassment and regulations related to labor standards.

In fiscal 2020, in addition to conducting an e-learning session on harassment as part of our global compliance training for all Group employees, we provided training on harassment, including that of LGBTQ* persons, and labor management on a continuing basis, to approximately 170 newly appointed managers at Sysmex Corporation and some of our Group companies in Japan. We also conducted training for new employees and mid-career recruits.

• Acronym referring to sexual orientation/gender identification (lesbian, gay, bisexual, transgender, questioning/queer)

• Compliance Education

Upholding the Freedom of Labor Association and Recognizing the Right to Collective Bargaining

Participating in the UN Global Compact and Supporting the ILO's Core Labour Standards

Sysmex respects workers' labor association and collective bargaining rights, based on its participation in the UN Global Compact and support for the ILO's Core Labour Standards. All Sysmex Corporation employees, except executive employees and some in managerial posts, are members of the Sysmex Union, the in-house labor union. In fiscal 2020, membership consisted of 61％ of employees. Labor unions have also been formed at overseas Group companies, including Jinan Sysmex, Sysmex Vietnam, and HYPHEN BioMed.

Labor-Management Dialogue

Dialogue between Labor and Management at Group Companies

Each year, Sysmex Corporation engages in collective bargaining with the Sysmex Union. In fiscal 2020, in addition to regular council meetings, labor and management met to discuss the productivity improvement through the optimization of working hours and streamlining of operations, the working environment of diverse employees and the personnel system, responses to a change in environment due to the COVID-19 pandemic, and the promotion of health and productivity management.

Our Group companies also participate in labor-management dialogues. Sysmex CNA has set up an employee group that consists of departmental representatives to discuss topics quarterly such as work environments, management of work hours, and the status of paid leave acquisition.

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CSR Management	Society	Environment	Governance	External Evaluation /
				Performance Data

Materiality

Risk Management

Risk Management Structure

CSR Management	Society	Environment	Governance	External Evaluation /
				Performance Data

Materiality

Risk Management

Response to Risks Related to Business Continuity

Risk Management Structure

Promoting Risk Management by Establishing a Dedicated Committee

Sysmex established the Internal Control Committee to supervise risk management for the Group as a whole and promotes all risk management activities, including strategic risks. The committee is chaired by the CEO, and its members include relevant executive officers and Audit and Supervisory Committee members (excluding outside members of the Managing Board). Outside members of the Managing Board serve as observers.

By regularly assessing risks involved in such items as those related to fair trade, compliance including corruption and business ethics, human resources, occupational health and

safety, the environment, and accounting and finance that encompass tax payments, the Committee identifies risks significantly affecting the Group's operations and takes necessary countermeasures.

In addition, it monitors the status of risk management by relevant committees including the Compliance Committee as well as individual divisions and subsidiaries, and periodically reports to the Managing Board. When a risk that will have a major impact on the Group's business arises, the Internal Control Committee also reports it to the Managing Board and discusses how to respond to the risk, following the PDCA cycle.

• Corporate Governance
• Sysmex Report (Risk Management)

Establishment of Business Continuity Plan (BCP)

Response to Major Disasters

Sysmex has formulated business continuity plans (BCPs) for production, procurement, and other functions to ensure the continuity of important operations in the event of an earthquake, storm and flood damage, or other large-scale disaster, as well as rapid recovery from such disasters. Our BCPs identify products to be given priority so that our products can continue to function in a stable manner at healthcare institutions even in crisis situations. We have also prepared disaster-response regulations and manuals, putting in place the systems that enable us to respond swiftly in emergencies. Moreover, we conduct regular training that simulates disasters and we have secured a large stockpile of

Response to COVID-19

In response to COVID-19, we set up an anti-disaster project at the beginning of the pandemic to ensure the steady supply of our products and continued service and support for our customers. The project also involved the implementation of telecommuting for our employees in order to prevent the spread of infection. We established a response flow in the event there is a positive case in the Company and have put in place a structure that enables us to respond immediately. The work to ensure a steady product supply was led by the production and SCM departments to ascertain our suppliers' situations and to quickly obtain a clear picture of the impact on our products. We thus strive to continue providing our products without making any changes to our production plans. To continue our service and support for customers, in addition to offering online support, we ensure that all employees who

Risk Management Structure

Managing Board

Chairman and CEO

Internal Control Office (Secretariat)

Reporting related to important risks	Reporting related to important risks

CommitteeQuality

CommitteeSOX-J

TradeSecurity CommitteeControl

andHealthCentral CommitteeSafety

ManagementEnvironment Committee

DisclosureInformation Committee

CommitteeCompliance

Individual divisions

and subsidiaries

Quality

concerning control Internal reporting financial

control trade Security

health Occupational safety and

Environment

disclosure Information

and Corruption ethics business

Finance

taxes and Accounting

management Information

interruptions Procurement

Disaster

(cases) items Risk

Normal times

Times of emergency

■ Internal Control Committee

Response to significant risks, supervision of Group risk management

Response to crises

■ Individual divisions and subsidiaries

Risk assessment, operational risk measures

Response to operational risks

■ Individual committees

Routine risk management

Response to operational risks

supplies for employees. We periodically review BCPs and other regulations and manuals that were formulated, and work to raise awareness and make improvements through the training of employees.

In order to ensure the steady supply of our products, we procure key raw materials from multiple sources. We also select production locations in accordance with the concept of "local production for local consumption". Moreover, we are building a system that enables factories to deliver supplies to each other in emergencies, and we have secured alternative transportation routes. In recent years, there have been increased occurrences of earthquakes, localized storms, and flood damage. However, each time a disaster occurs, we are able to assess the impact rapidly to ensure that product supply is continuous.

We have adopted a safety confirmation tool as a means of emergency communication for our employees so that we can confirm their safety as rapidly as possible. Sysmex has also installed wireless digital equipment at business offices, putting in place a system for communicating in the event of a disruption of conventional communications. We have also amassed stockpiles of supplies and other items to assist stranded personnel, setting aside sufficient items for every employee. We also periodically provide education and simulation training regarding disaster prevention and response through our e-learning programs to raise the awareness of each employees.

The backbone of our IT system is located at external, disaster-resistant data centers. In addition, we created an IT structure that allows us to quickly switch to a backup system if a disaster renders our regular systems inoperable.

visit health facilities take precautions against infection. This includes having them take their temperature daily, clean their hands with rubbing alcohol at each visit to a facility, and to wear masks and gloves.

Among our efforts to protect our employees from exposure to the virus, we urge all the Group companies, including those overseas, to adopt flextime, telecommuting, and web conferencing. This provides a safe work setting for our employees (including part-time and temporary workers) across the Group and helps keep them employed.

• Other Responses to COVID-19

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