EMPLOYEE HANDBOOK FOR THE NIDEC

BUSINESS ETHICS POLICY

8 April 2019
 Nidec Business Ethics Policy

Nidec Business Ethics Policy Employee Handbook Coercion of Auditors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11

Issued 8 April 2019 Public Disclosure and Financial Repor ting . . . . . . . . . . . . . . . 11
PRINCIPLE 4
Table of Contents Protection and Proper Use of Company Assets . . . . . . . . 12
Letter from Shigenobu Nagamori. . . . . . . . . . . . .. . . . . . . . . . . . . . . . 1
Proprietar y Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Dedication . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .2 Conflict of Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Purpose . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 Dealing w ith Suppliers and Customers . . . . . . . . . . . . . . . . 13

Defined Responsibilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2- 4 Dealing w ith Competitors . . . . . . . . . . . . . . . . . . . . . . . . . 13

Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2-3 Compensation, etc . from Others . . . . . . . . . . . . . . . . . . . . . . 13

Super visors/Managers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 Other Oppor tunities Resulting From Employment . . . . . . . . . . . . 14

All Employees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .4 Repor ting and Evaluating a Potential Conflict of Interest . . . . . . . . 14

Introduction to Business Ethics Policy . . . . . . . . . . . . . . . . . . . . . . . 4 PRINCIPLE 5

Equal Employment Oppor tunity, Anti-Harassment and Sexual Harassment . 14
Nidec Group Compliance Code of Conduct Seven Compliance Principles . . . . . 5
Workplace Health and Safety. . . . . . . . . . . . . . . . . . . . . . . . . 15
PRINCIPLE 1 PRINCIPL E 6
General Ethical Standards . . . . . . . . . . . . . . . . . . . . . . . . . . . . .5 Antitrust/Competition Law s . . . . . . . . . . . . . . . . . . . . . . . . . 15
Compliance w ith Law s, Rules and Regulations . . . . . . . . . . . . . . . . . .6 Political Payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
Insider Information and Securities Trading . . . . . . . . . . . . . . . . . . .6 Employment of Current and Former Government Employees . . . . . . . . . . 16
Gifts, etc . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .16
Ethical Standards in Government Contracting . . . . . . . . . . . . . 7
Avoidance of Gifts to Government Of ficials and Employees . . . . . . . 16
Sensitive Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Acceptance from or Provision of Gifts to Non- Government Par ties . . . . 17
Consultants and Agents . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 International Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
Avoidance of Gifts, Gratuities, Etc,. to Government Of ficials and Employees . 8 Boycotts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
Expor t Controls . . . . . . . . . . . . .. . . . . . . . . . . . . . . . 19
Contract Per formance Requirements . . . . . . . . . . . . . . . . . . . . 8
Bribery . . . . . . . . . . . . . . . . . . . . . . . . . . 20
Charging of Costs to Government Contracts . . . . . . . . . . . . . . . . . 8
PRINCIPL E 7
Contract Negotiation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 Business Ethics Policy Implementation . . . . . . . . . . . . . . . . . . . . 20
Classified Documents . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 Employee Responsibility and Discipline . . . . . . . . . . . . . . . . . . . 20

Other Requirements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 Super visors’ Responsibilities . . . . . . . . 21

Health, Safety and Environment 9 Repor ting Alternatives and Ethics Compliance Hotlines . . . . . . . . . . 21

PRINCIPLE 2 No Retaliation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22

Quality 10 Business Ethics Policy Acknow ledgment . . . . . . . . . . . . . . . . . . . . 24

Product Safety 10
PRINCIPLE 3
Accounting Systems, Books and Records 10
 Nidec Business Ethics Policy

DEDICATION

This Ethics Handbook is dedicated to our most impor tant obligation as a company –
To all executives and employees of the Nidec Group: ethical conduct.

Nidec’s Commitment to Compliance - the “Royal Road of Business Management” It is the intent of Nidec Corporation and its subsidiaries and af filiated companies
(collectively and individually, “Nidec” or “Company”) to have all employees conduct
themselves in w ays that demonstrate uncompromising ethical standards in all of their
The Nidec Group sets the “royal road of business management” dealings w ith customers, suppliers, governments, the public and each other. In other
as one of its management philosophies to grow healthily and w ords, the integrity of Nidec rests on the integrity of its employees.
contribute to society and is striving to be an indispensable
business group in society for the next 100 years and beyond. To As Nidec continues to expand globally, w e must be sensitive to cultural differences
achieve this, we must always be a No. 1 business group, and it is w hile ensuring continued adherence by our employees to Nidec’s high ethical
also essential for us to acquire and maintain a deep trust from our standards.
customers, society, and shareholders through business activities.

While the Nidec Group is expanding its business globally, there is a growing worldwide PURPOSE
demand for corporate compliance in any nation or region recently. In fact, there have been
frequent reports of well -known companies being accused of improper accounting, fraud, Our business must be judged by the highest standards of ethical behavior. The message
cartel, etc. in recent years. Committing an illegal act or conducting an unfaithful or improper is simple and clear: diligent obser vance of the law s and regulations is a requirement
business transaction only to obtain short-term profits even once could impair the long- from w hich there can be no exception. The same is true about obser vance of Company
established trust from our customers, society, and shareholders in an instant. It takes a
policies and practices. How ever, rules cannot guarantee ethical conduct; only people
tremendous amount of time and effort to recover the trust once damaged.
can. Therefore, the purpose of this Handbook is as follow s:
The Nidec Group’s philosophy, the “royal road of business management,” means to follow • To af firm in a comprehensive statement the ethical standards required of all Company
the rules of the society and manage business with good faith. The word “compliance,” which employees.
has the same meaning as the “royal road of business management,” is fundamental to
• To encourage all employees to put the applicable ethical standards into daily practice.
realizing the Nidec Group’s business philosophies. We all must always stay on the “royal
road of business management”, exercise compliance, and steadily move business forward,
even if such a way may appear a detour. Each one of us, a Nidec Group member, needs to DEFINED RESPONSIBILITIES
realize the obligation to stay on the “royal road of business management”, comply with
domestic and overseas laws and regulations and promote the Group ’s business with a high Company
sense of ethics. Let’s always remember never to act against justice. Under absolutely no
circumstances, will the Nidec Group ever commit an injustice. • Provide all employees w ith clear guidelines on matters of ever yday business conduct.
• Implement the Business Ethics Policy (the “Policy” or the “Business Ethics Policy”)
We all should keep in mind once again that exercising compliance and conducting business
contained in this Ethics Handbook.
faithfully with a good ethical sense will lead us to the “royal road of business management,”
and let’s realize the Nidec Group that will be essential to the world for the next 100 years and • Distribute this Ethics Handbook to all employees.
beyond.
• Ensure through communication and training programs that all employees are aw are
of and understand the Policy.
January 24, 2014 • Provide continuing counsel on Company policies and procedures to all employees.
Shigenobu Nagamori
Chairman of the Board, President & CEO • Enforce compliance w ith the Policy.
Nidec Corporation

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• Uphold the Policy and the policies, procedures and practices that suppor t the
Policy in their daily business conduct.

All Employees
• Review regularly their know ledge and understanding of the Policy.
• Contribute to a w orkplace environment that is conducive to the maintenance of the
Policy.
• Uphold the Policy and the policies, procedures and practices that suppor t the Policy
in their daily business conduct.
• Contribute to a w orkplace environment that is conducive to the maintenance of the
Policy.
• Seek help w hen the proper course of action is unclear or unknow n.
• Remain aler t and sensitive to situations that could result in actions by any employee
• Assure there w ill be no retribution for repor ting an alleged violation of the Policy or that are illegal, unethical, in violation of the Policy or the policies and procedures that
Company policies or procedures. suppor t the Policy, or are other w ise improper.
• Require all supervisors and managers to implement and comply w ith the Policy. • Encourage fellow employees to consult w ith their Compliance Leader, the
Compliance Office or the Legal Department w hen it appears they may be in danger of
Supervisors/Managers violating the Policy or other Company policies and procedures.

• Ensure that all current and new employees under their super vision receive a copy of • Repor t actual or potential violations of the Policy or other Company policies and
this Ethics Handbook, are trained in its meaning and application, and sign and return procedures for appropriate action.
the Acknow ledgment on the last page of this Ethics Handbook. The acknow ledgment
w ill be maintained in the employee’s personnel file. INTRODUCTION TO THE BUSINESS ETHICS POLICY
• Periodically review the Policy w ith employees under their super vision and ensure that
“refresher” programs are provided as necessar y. Nidec has a long and distinguished tradition of adherence to the highest ethical
standards. Nidec intends to maintain these standards in all of its business dealings.
• Direct any inquiries relating to the Policy to, as appropriate, the relevant Ethics Officer, They apply in the acquisition of new business as w ell as to per formance of our
Compliance Officer, Compliance Promoter, Regional Compliance Officer (together or contractual obligations, and the production of high quality products that meet customer
individually, “Compliance Leader”), the Nidec Corporation Compliance Office (the requirements and applicable law . Improper activities could harm Nidec’s reputation for
“Compliance Office”), or to the Company’s Legal Department (the “Legal Department”) integrity and other w ise result in adverse consequences to Nidec and its employees.
and ensure the employee’s concern has been addressed. Even the appearance of impropriety may be extremely damaging.
• Enforce the requirements of the Policy and the Company’s policies and procedures
w hich suppor t the Policy. The purpose of the Policy is to affirm in a comprehensive statement the standards of
conduct required by the Company. This Policy supplements the Company’s other policies
• Maintain a w orkplace environment that encourages frank and open communication, and procedures, and provides firm, uncompromising standards for each employee of the
free of the fear of reprisal, concerning compliance w ith the Policy. Company w ith respect to dealing w ith customers, suppliers, government agencies, the
• Set the example by conducting themselves and managing their depar tments and the public, and others.
activities of all employees under their super vision in accordance w ith the Policy.

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Adherence to this Policy is the responsibility of each employee and is a condition of to employees’ conduct. In general, all employees shall take care to avoid any conduct
continued employment. The Policy w ill be administered independently of other Company that could reasonably appear to be improper or might injure Nidec ’s reputation for
practices. Adherence to the Policy w ill be the subject of management attention and honesty and integrity in its activities. If in doubt, consult w ith your supervisor, your
periodic internal audits and review s. An employee’s actions under this Policy are Compliance Leader, the Compliance Office or the Legal Department.
significant indications of the individual’s judgment and competence.
COMPLIANCE WITH LAWS, RULES AND REGULATIONS
NIDEC GROUP COMPLIANCE CODE OF CONDUCT: SEVEN
COMPLIANCE PRINCIPLES The Company is strongly committed to conducting its business affairs w ith honesty,
integrity and in full compliance w ith all applicable law s. No employee of the Company is
authorized to commit an illegal or unethical act, or to instruct others to do so, for any
This Business Ethics Policy is predicated upon the Seven Compliance Principles (the reason.
“Principles”) w hich comprise the Nidec Group Code of Conduct. As legal, regulatory,
and corporate requirements evolve, employees and officers of the Company must If a law conflicts w ith a particular action or policy prescribed by the Policy, you must
continue to alw ays be mindful of the spirit of the Principles, to promote healthy comply w ith the law ; if a local custom, industry practice or previous company policy
business activities and to follow the path of the “royal road of business management” conflicts w ith this Policy, you must comply w ith this Policy. If a foreign local law conflicts
as a global manufacturer that contributes to establishing a sustainable society: w ith a domestic law , contact the Legal Department. Do not hesitate to ask your
Compliance Leader, the Compliance Office or the Legal Department for advice before
1. We w ill comply w ith all law s and regulations and act based on noble business making any decision about w hich you are uncertain.
ethics.
2. We, as a global manufacturing company, w ill ensure w e produce defect-free and
INSIDER INFORMAT ION AND SECURIT IES TRADING
quality products.
3. We w ill ensure w e disclose timely and accurate information. As a publicly traded company, Nidec Corporation is required to provide full and fair public
4. We w ill ensure w e properly manage and use company information and assets. disclosure on a timely basis of any activities that w ould materially affect the value of
Nidec Corporation’s stock, options or any of its other securities. In the normal course of
5. We w ill ensure w e keep our w ork environments safe and comfortable. business, some employees may become aw are of such activities before the activities
6. We w ill compete free and fairly, and w e w ill not engage in any anticompetitive become public know ledge. Such activities include any activity of Nidec Corporation, or
conduct. any of its subsidiaries and affiliated companies. Until it is released to the public, this
know ledge is considered “inside” information and shall be kept confidential. Applicable
7. We w ill ensure w e create and maintain a compliance system that is necessary and
securities law s are designed to protect the public by preventing anyone w ith inside
sufficient to comply w ith the Nidec Group Compliance Code of Conduct.
information from unfairly exploiting this know ledge. Acting on inside information for
personal gain or releasing it to anyone else prior to its public disclosure is in violation of
law and Company policy.
1. WE WILL COMPLY WITH ALL LAWS AND REGULATIONS AND
ACT BASED ON NOBLE BUSINESS ETHICS The follow ing guidelines are intended to help in com plying w ith the rules
regarding inside inform ation:

GENERAL ETHICAL STANDARDS • Inside information shall be shared only w ith persons inside the Company w hose
responsibilities require them to have the information.

The Business Ethics Policy consists of general standards that shall be met by all
employees. These standards, how ever, are not necessarily the only obligations that apply

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• The Company has standard procedures for the release of material information outside Consultants and Agents
the Company. No such disclosure shall be made w ithout follow ing those procedures
strictly. Properly utilized consultants and agents may be able to assist the Company in
achieving its legitimate business objectives. How ever, Company personnel must take
• An employee shall not buy or sell Nidec Corporation stock, or other Nidec Corporation
steps to ensure that consultants and agents comply w ith all relevant law s and
securities, or direct someone else to buy or sell on his/her behalf or on the behalf of
regulations (including global anti-briber y law s), Company policies and the terms of their
other par ties if he/she has know ledge of material inside information that has not been
consulting or other agreements, including requirements concerning proprietar y
made public.
information and conflicts of interest. Such steps w ill include per forming the due
• An employee shall not trade in another company’s stock, options or other securities on diligence necessar y to confirm a histor y of legal compliance by the relevant consultant
the basis of Company or Nidec Corporation inside information, or information learned or agent. Written agreements w ith consultants or agents that have been review ed by the
in the course of his/her Company duties, that has not been made public . Legal Department shall be entered into prior to a consultant or agent providing ser vices
to the Company.
Primary responsibility for compliance rests w ith each individual employee. The Company
has issued from time to time antitrust/competition law policy statements and guides and Avoidance of Gifts, Gratuities, Etc. to Government Officials
encourages its employees to consult these documents. In addition, relevant Company and Employees
employees w ill receive periodic antitrust/competition law training. No employee may, directly or indirectly, give, offer or promise anything of value (for
example, meals, enter tainment, a favor, or any other gift) to any government of ficial or
Generally, an employee shall not enter into any understanding, agreement or plan, employee, foreign or domestic, in a position to influence any government decisions w ith
expressed or implied, formal or informal, w ritten or oral, w ith a competitor in regard to respect to the Company or its activities unless the gift is of a nominal amount expressly
prices, terms or conditions of sale or service, production, distribution, territories or authorized by Company policy, is legal to provide pursuant to all relevant governments’
customers. He/she shall not exchange or discuss w ith a competitor prices, terms or law s and regulations, and has been approved by the relevant Compliance Officer,
conditions of sale or service, marketing plans, or other competitive information nor Regional Compliance Officer or the Compliance Office. In addition, facilitating payments
engage in other conduct that violates any of these law s or this Policy. If an employee as defined by the FCPA are generally prohibited under this Policy; any exception must
identifies w hat might be an antitrust/anti-competition problem, he/she should promptly be approved by the Compliance Officer, Regional Compliance Officer, Compliance Office,
notify the Legal Department. or the Legal Department.

Contract Performance Requirements

ETHICAL STANDARDS IN GOVERNMENT CONTRACTING
Government contracts are to be entered into and per formed in good faith. An employee
may not provide the government something different than w hat is specified or fail to
The Company strives to excel as a responsible provider of quality products and services
adhere to testing requirements, unless prior governmental approval is obtained in
to government organizations, as w ell as to its other customers. Accordingly, no
w riting.
employee shall, in connection w ith any transaction w ith any government organization,
engage in conduct in violation of law or regulation or other w ise inconsistent w ith the Charging of Costs to Government Contracts
standards of honesty and integrity necessar y to achieve that objective. This includes, but Contracts w ith governments are often priced and/or compensated, in one manner or
is not limited to, providing scrupulous attention to the areas described below . another, on the basis of costs. In such an instance, only costs that are allow able and
allocable to a contract under law and regulation may be billed to the government.
Sensitive Information
Accuracy and consistency are required in the accumulation and allocation of such costs.
Government data and information shall not be solicited or accepted from any source, It is each employee’s responsibility to charge accurately his/her time and other costs
directly or indirectly, if there is reason to believe its release is unauthorized or if its w ithin his/her pur view to the best of his/her know ledge and belief. Incorrect charging is a
transmission or receipt w ould be unlaw ful. In addition, sensitive, nonpublic data, and serious matter, is strictly prohibited and w ill result in investigation and possible
information of competitors, such as bids or trade secrets, shall not be solicited or disciplinar y action.
accepted from any source, directly or indirectly, if there is any reason to believe its
release is unauthorized or unlaw ful.

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Contract Negotiation
In the negotiation of most United States and foreign government contracts, subcontracts
2. WE, AS A GLOBAL MANUFACTURING COMPANY, WILL ENSURE
and modifications, cost and pricing data must be submitted to the government before WE PRODUCE DEFECT-FREE AND QUALITY PRODUCTS
agreement on price, and the contract must cer tify that all data are current, accurate and
complete. It is Company policy to disclose all cost and pricing data that a reasonable
buyer or seller w ould believe might significantly affect the price of a government contract QUALIT Y
or subcontract. Each Company employee bears individual responsibility to deal w ith the
government fairly and openly, and to comply w ith all disclosure requirements w hen Company products and ser vices shall be of high quality and shall meet or exceed
proposing and negotiating government contracts and subcontracts. contractual specifications for all of the Company’s customers, including government
entities.
Classified Documents
Pursuant to applicable law s and regulations, strict restrictions are imposed on the PRODUCT SAFET Y
acceptance, protection and control of classified government documents (confidential,
secret or top secret). Prior to accepting any such documents, if you are not w holly The Company is committed to compliance w ith all federal, state and local law s and
familiar w ith the applicable security restrictions, please contact the Legal Department. regulations that apply to its products. Employees w ill make every reasonable effort to
Strict compliance w ith the law and Company policy w ill be required. Any breach of the ensure that the Company’s products comply w ith applicable standards and are safe for
applicable security rules per taining to classified government documents should be the public and its employees.
immediately repor ted to the Legal Department.
The Company shall not present misleading information to its customers. Product
Other Requirements
specifications and user manuals must be accurate and sufficiently detailed to prevent
Applicable law and regulations and the terms of government contracts may impose accidents and disputes. Any employee w ho becomes aw are of a defect or suspected
requirements for compliance w ith administrative and socio-economic programs, and on fault in any of the Company’s products must immediately report it to his or her
record keeping and record retention. In many instances cer tifications of compliance w ith supervisor or an appropriate senior officer of the Company and the Company must
a par ticular program may be required. Each employee shall comply w ith such consider the user’s interest as the first priority. Such defects should be promptly
government contracting requirements and shall execute cer tificates only in good faith communicated to customers and product users.
after diligent inquir y into underlying facts. Fur thermore, each employee shall take care to
ensure that all statements, communications, and representations to government
representatives are current, accurate and complete to the best of his/her know ledge and
belief after per forming appropriate due diligence. 3. WE WILL ENSURE WE DISCLOSE TIMELY AND ACCURATE
INFORMATION
HEALTH, SAFET Y AND ENVIRONMENT

The Company is committed to compliance w ith all federal, state and local law s and
regulations that apply to its operations anyw here in the w orld, including those
ACCOUNTING SYSTEMS, BOOKS AND RECORDS
concerning health, safety and the environment.
Company policy is that its books and records w ill fairly and accurately reflect all
transactions and the acquisition and disposition of assets in reasonable detail and w ill
Employees shall follow all law s, regulations, Company policies and directives relating to
conform both to applicable legal requirements and to the Company’s systems of internal
matters of health and safety and the maintenance of environmental standards. In
controls. Books and records w ill be maintained in accordance w ith accounting principles
addition, employees are expected to use common sense and good judgment in dealing
w ith such matters. generally accepted in Japan or the United States or in other countries, w hen relevant.
No false, artificial or misleading statements or entries shall be made in Company books
and records including, but not limited to, time cards, accounts and financial statements.

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No unrecorded off-the-books or “slush” funds or secret assets of any kind shall be

maintained for any purpose w hatsoever. 4. WE WILL ENSURE WE PROPERLY MANAGE AND USE COMPANY
INFORMATION AND ASSETS
COERCION OF AUDITORS

The integrity of the Company’s audited financial statements is critical. No employee shall
PROTECTION AND PROPER USE OF COMPANY ASSETS
take any action to fraudulently influence, coerce, manipulate, or mislead the Company ’s
independent public accountant engaged in the performance of an audit of the Company ’s
Protecting Company assets against loss, theft and misuse is the responsibility of every
financial statements for the purpose of rendering the resulting financial statements
employee. Any suspected theft, fraud or inappropriate use of Company assets should be
materially misleading.
reported to an employee’s supervisor or the relevant Compliance Leader or the
Compliance Office. Assets may only be used in accordance w ith Company policies.
PUBLIC DISCLOSURE AND FINANCIAL REPORTING Assets may not be sold, loaned, given aw ay or disposed of w ithout proper authorization.

The Company has a responsibility to communicate effectively and candidly w ith Nidec PROPRIETARY DATA
Corporation stockholders and other constituencies so that they have a realistic picture of
Nidec’s financial condition and results of operations. Nidec is committed to full, fair, The Company’s trade secrets and other proprietary data are part of the Company ’s
accurate, timely and understandable disclosure in Nidec Corporation’s periodic reports. valuable intellectual property and other valuable information assets (“Nidec Proprietary
Data”). Nidec Proprietary Data includes technical, financial, operating, marketing and
These obligations apply to all employees w ith any responsibility for the preparation of administrative information in many forms.
such reports or public disclosures, including drafting, review ing, signing or certifying the
information included in such reports or public disclosures. Adherence to these obligations Protection of the confidentiality of Nidec Proprietary Data is vital. A Company employee
requires an environment of open and honest communication, integrity and full disclosure, shall not use such information for personal benefit or for the benefit of anyone other than
w hile not compromising confidentiality and proprietary information. the Company, a fellow Nidec subsidiary, and/or Nidec Corporation.
If any employee, including those not responsible for the preparation of such reports or
other public disclosures, has concerns about any of the Company ’s system of internal Furthermore, an employee shall not disclose or make public such information except w ith
accounting and financial controls, the internal audit process and financial or other the authorization of the Legal Department, w hich w ill assist in taking the steps necessary
disclosures, he or she should communicate those concerns to his/her supervisor or his or to protect the information, such as providing, and ensuring the execution of, a
her Compliance Leader or the Compliance Office. Any employee w ho is contacted by nondisclosure or confidentiality agreement, as appropriate.
another employee expressing concerns about any of the foregoing should immediately
report those concerns to his/her supervisor or Compliance Leader, the Compliance Office This restriction on disclosure to third parties applies to any disclosure of any Nidec
or the Legal Department. In the alternative, an employee may report such concerns, Proprietary Data to any government agency, to contractors, subcontractors, customers,
confidentially and anonymously, by calling or e-mailing the Company’s “Ethics and suppliers, as w ell as to the general public. Employees shall at all times take all
Compliance Hotline”. The Ethics Compliance Hotline telephone number is posted at every precautions to protect such information from inadvertent disclosure.
Company location.
In addition, the Company and its employees may from time to time receive or have
access to trade secrets or proprietary data of a government agenc y, other corporations,
and other third parties. Employees shall handle such information in accordance w ith any
agreements (such as nondisclosure or confidentiality agreements) applying restrictions
on the information’s use or disclosure, and w ith the same care and protection that
Company employees are required to provide Nidec Proprietary Data.

Finally, many Company employees have been previously employed w ith organizations
not affiliated w ith the Company, and possess confidential and/or proprietary information

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as a result of such employment Such third party proprietary data should be afforded the
same protections provided Nidec Proprietary Data, and must not be disclosed to fellow
Company employees.

CONFLICT OF INTEREST
No employee may have a personal, business or financial interest that is incompatible
w ith the loyalty and responsibility ow ed to the Company (“conflict of interest”). It is not
possible to identify every particular activity that might give rise to a conflict of interest.
How ever, some practices and circumstances that may result in conflicts are described
below:

Dealing with Suppliers and Customers

Employees should be motivated to acquire goods and services and make transactions Other Opportunities Resulting from Employment
for the Company on terms most favorable to the Company. Disclosure shall be made to
The acquisition by an employee or his/her immediate family members of an interest or
the Company if an employee or any of his/her immediate family members has a
other financial advantage in real estate, patent rights, securities, profit opportunity or
“financial interest” in a business that is a supplier or customer, or is performing services
other right or property w hich results from or is connected w ith his/ her employment, shall
of any kind for, or is otherw ise compensated by, such a business. A “financial interest”
be disclosed to the Company.
for purposes of this Policy includes direct or indirect ow nership of stock in a corporation,
interest in a partnership, joint venture, or sole proprietorship, or a beneficial interest in Reporting and Evaluating a Potential Conflict of Interest
any of these organizations through trusts, nominees, profit sharing, or compensation
If at any time you believe that you have a potential conflict of interest situation, you
arrangements.
should report it immediately to your supervisor, your Ethics Officer, Compliance Leader
A “financial interest” does not include (a) ow nership of less than 5% of stock or other or the Compliance Office. All reported potential conflicts of interest w ill be evaluated by
securities of any publicly traded company or (b) ow nership of less than 10% of any bank, the relevant officer w ho w ill determine w hether a conflict of interest exists that is
trust company, insurance company, or non-public company that is ow ned by 500 or more potentially damaging to the Company, is in violation of this Policy, or is in violation of any
persons. law s.

Dealing with Competitors

Similarly, disclosure shall be made to the Company if an employee or any of his/her
immediate family members has a financial interest in a competitor’s business or is 5. WE WILL ENSURE WE KEEP OUR WORK ENVIRONMENTS SAFE
performing services of any kind for, or is otherw ise compensated by, a competitor. AND COMFORTABLE
Compensation, etc. from Others
An employee or member of his/her immediate family shall not accept compensation, EQUAL EMPLOYMENT OPPORTUNIT Y, ANTI-HARASSMENT
loans, entertainment or gifts of more than nominal value, commissions, property, or AND SEXUAL HARASSMENT
anything else of personal financial or other advantage from outside parties in connection
w ith any transactions in w hich the Company might have an interest, w ithout making full
disclosure to the Company. The Company is committed to a policy of equal employment oppor tunity so as to ensure
that there shall be no discrimination or harassment against an employee or applicant on
the grounds of race, color, religion, sex, sexual orientation, age, disability, national
origin, or any other factor made unlaw ful by applicable law s and regulations.

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 Nidec Business Ethics Policy

This policy relates to all phases of employment including recruitment, hiring, placement, POLITICAL PAYMENT S
promotion, transfer, compensation, benefits, training, educational, social and
recreational programs and the use of Company facilities. Sexual harassment is No funds or assets of the Company shall be used to aid any candidate or nominee for
specifically prohibited. These policies cover all personnel actions in all job categories at national, state or local political office or to aid any political parties or committees unless
all levels. otherw ise permitted by law and approved in advance by your Compliance Leader or the
Compliance Office. These restrictions apply to payments for such activities in all
WORKPLACE HEALTH AND SAFET Y countries; the relevant law s must allow such payments and they must be approved in
advance by the relevant Compliance Leader or the Compliance Office. These
The Company is committed to compliance w ith all law s and regulations that apply to its prohibitions cover direct contributions and indirect assistance such as the furnishing of
operations anyw here in the w orld, including those concerning health and safety in the goods, services or equipment to candidates, political parties or committees or employee
w orkplace. Employees w ill make every reasonable effort to ensure that the Company’s expense reimbursement for political activities. Employee contributions to approved
places of business are safe for its employees and the public. A healthy and safe w ork Company political action committees are permissible as w ell as an employee’s personal
place and environment is not just the responsibility of the Company or management, it contribution or participation in the political process in accordance w ith applicable law s .
also demands the attention of every employee.
EMPLOYMENT OF CURRENT AND FORMER GOVERNMENT
EMPLOYEES
6. WE WILL COMPETE FREELY AND FAIRLY AND WE WILL NOT In the United States, federal, state and local law s and regulations establish a number of
ENGAGE IN ANY ANTI-COMPETITIVE CONDUCT requirements or restrictions on present and former government employees . Any
employee w ho formerly w orked for the government, or w ho currently serves as a special
government employee or as a reservist on active duty, shall strictly comply w ith these
ANTI-TRUST/COMPET IT ION LAWS rules. In addition, consultation must be made w ith the relevant Compliance Leader, the
Compliance Office or the Legal Department before employing a former government
Compliance w ith antitrust/competition law s and profitable operation of the Company are employee.
compatible objectives. Dealing fairly, equally, and openly w ith customers and suppliers, as
w ell as competing aggressively and independently, are among the principles on w hich Moreover, it is Company policy that discussions of possible future employment may not
the Company has built its success. Failure to follow these law s may result in criminal be held w ith a current U.S., state, or local government employee in violation of law.
penalties including jail sentences and/or fines, as w ell as loss of employment. Contact the Legal Department before engaging in any such discussions . To the extent
this restriction applies in other countries w ith respect to their government employees, the
Primary responsibility for compliance rests w ith each individual employee. The Company relevant countries’ law s also must be strictly follow ed.
has issued from time to time antitrust/competition law policy statements and guides and
encourages its employees to consult these documents. In addition, relevant Company GIFTS, ETC.
employees w ill receive periodic antitrust/competition law training.

Avoidance of Gifts to Government Officials and Employees

Generally, an employee shall not enter into any understanding, agreement or plan,
expressed or implied, formal or informal, w ritten or oral, w ith a competitor in regard to Providing gifts, either directly or indirectly through a third party, to federal, state or local
prices, terms or conditions of sale or service, production, distribution, territories or government officials anyw here in the w orld (unless of a nominal amount expressly
customers. He/she shall not exchange or discuss w ith a competitor prices, terms or authorized by Company policy pursuant to applicable law s and regulations, and
conditions of sale or service, marketing plans, or other competitive information nor approved by the relevant Compliance Officer, Regional Compliance Officer or the
engage in other conduct that violates any of these law s or this Polic y. If an employee Compliance Office) is strictly prohibited.
identifies w hat might be an antitrust/anti-competition problem, he/she should promptly
notify the Legal Department.

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 Nidec Business Ethics Policy

In addition to the strict limitations on providing gifts to government officials (discussed to the pin” golf prize), may be accepted so long as a substantial number of the pool of
further below ), the follow ing rules apply to the acceptance or provision of gifts to parties potential w inners are not Company employees, and so long as the value of the prize is
other than governm ent officials and em ployees such as customers, suppliers, or not in excess of $500 (in cases w here the value of the prize is in excess of $500, w ritten
other business-related third parties. approval by your Compliance Officer, Regional Compliance Officer or the Compliance
Office is required prior to acceptance of the prize).
Acceptance from or Provision of Gifts to Non-Government Parties
Regardless of value, do not accept gifts, meals or entertainment, or any other favor from With respect to invitations to attend premium events, such as the Super Bow l, the World
customers, suppliers or any other entity if doing so might compromise, or appear to Cup, the Olympics, the World Series, the Masters Golf Tournament, the Open
compromise, your ability to make objective business decisions in the best interests of the Championship, the Cannes Film Festival, or the Academy Aw ards, consult w ith your
Company. Likew ise, regardless of value, no gift, meals or entertainment, or any other manager to determine if there is a suf ficient business rationale to attend the event, and
favor shall be given to an employee of a customer, supplier, or any other entity w ith the if there is, obtain w ritten approval from your Compliance Officer, Regional Compliance
intent to influence, or that might create the appearance of being w ith the intent to Officer or the Compliance Office. The Company should pay for your travel and lodging in
influence, that employee’s conduct. connection w ith attending any such event. Likew ise, obtain w ritten approval from your
Compliance Officer, Regional Compliance Officer or the Compliance Office prior to hosting
The acceptance or provision of gifts, meals, or entertainment that exceeds the follow ing employees of customers, suppliers, or other entities at any premium event.
limitations must be approved in w riting by your Compliance Leader or the Compliance
Office: If your business unit applies a stricter policy such as the Anti-Bribery Policy for the Nidec
Group, the stricter policy should prevail over this section of the Ethics Handbook.
• Do not accept or provide any gift in exchange for any par ty doing, or promising to do,
anything for the other par ty. INTERNAT IONAL BUSINESS
• Never provide or accept any gift of cash or cash equivalents (such as gift cards).
Employees w orldw ide, irrespective of geographic location, must comply w ith all
• Do not ask for gifts, meals, or enter tainment from a customer or supplier. applicable domestic or foreign law s/regulations (e.g., foreign exchange controls, global
antitrust/competition law s, customs duties, value added taxes; and the U.S. Foreign
• Do not accept or provide gifts of more than modest value. Acceptable gifts, for example, Corrupt Practices Act, UK Bribery Act, French Sapin II Act, Japanese Unfair
include a logoed pen or shirt, or a small holiday gift basket. Competition Prevention Act and any other applicable anti-bribery legislation (together,
“Anti-Corruption Law s”).
• Symbolic gifts, such as trophies and statues in recognition of a business relationship
are acceptable. If there is any question as to a potential conflict betw een domestic law s/regulations and
foreign law s/regulations, the Legal Department should be immediately contacted, and
• Gifts or discounts offered to Company employees or offered to third-party company no action is to be taken w ithout such consultation.
employees generally as part of an agreement betw een the Company and a customer
or supplier may be accepted or provided. Boycotts
• You may accept or provide occasional meals and entertainment from or to a customer U.S. companies, including permanent U.S. affiliates of foreign companies and
or supplier if the event is attended by the customer or supplier, and if the costs companies under the operational control of U.S. companies, are prohibited from
involved are appropriate considering local custom for business-related meals and participating in economic boycotts against friendly countries, or against companies
entertainment. With respect to entertainment, for example, conditioned on attendance located in friendly countries. Detailed and complex regulations have been adopted by
by the customer or supplier, attendance at or hosting a group at a local sporting event, the U.S. government that prohibit the taking of any action that may support a boycott. In
or participating in or hosting a sporting event such as a golf outing, is acceptable. addition, the regulations prohibit the Company or any of its employees from refusing to
do business w ith anyone based upon race, religion, sex or national origin and prohibit
• Non-cash/non-gift card prizes w on by a Company employee at an event, such as a the Company or any of its employees from providing information concerning these
golf tournament, that are based on chance or skill (for example, a “closest matters to others. Employees should be aw are that there may be similar anti-boycott

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 Nidec Business Ethics Policy

law s and regulations in other countries in w hich the Company does business. Bribery
No employee shall promise, offer or make any payments in money, products, or
Moreover, the U.S. regulations require that cer tain requests to the Company or any of its
ser vices, either directly or indirectly, to any person in order to induce favorable business
employees to par ticipate in a boycott must be promptly repor ted to the U.S. government.
treatment, to affect governmental decisions or to w in business in violation of the U.S.
Requests to par ticipate in a boycott might be verbal or might be found in almost any type
Foreign Corrupt Practices Act, UK Bribery Act, French Sapin II Act, Japanese Unfair
of business document or electronic communication including e-mails, contracts,
Competition Prevention Act and any other applicable anti-bribery legislation or anti-
requests to bid, letters of credit, purchase orders and questionnaires.
bribery law s in other countries (“Anti-Corruption Law s”). The accounting practices of the
Company shall be consistent w ith the requirements of Anti-Corruption Law s and related
Employees shall carefully review such documents and electronic communications for
regulations and w ith all other applicable law s and regulations enacted to combat bribery.
boycott language, being par ticularly aler t for w ords like “boycott”, “blacklist” and
provisions that prohibit the impor tation of goods from cer tain countries or that require
that goods be shipped on vessels that are only able to enter the por ts of par ticular
countries. If a document contains language that an employee believes may be boycott 7. WE WILL ENSURE WE CREATE AND MAINTAIN A COMPLIANCE
related, he/she shall immediately contact the Legal Department. SYSTEM THAT IS NECESSARY AND SUFFICIENT TO COMPLY
WITH THE NIDEC GROUP COMPLIANCE CODE OF CONDUCT
Expor t Controls
8.
The U.S. Expor t Administration Act, the Arms Expor t Control Act, the International Traf fic
in Arms Regulations, and several other Acts and implementing regulations under such BUSINESS ETHICS POLICY IMPLEMENTAT ION
statutes control U.S. expor ts of goods, ser vices and technical data and similar law s and
regulations applicable in other jurisdictions including the European Union and China Nidec Corporation has a Compliance Committee chaired by a Chief Compliance Officer
control the export and import of goods, products, information and technology from those and its Compliance Office serves as the Secretariat of the Compliance Committee. The
jurisdictions to other countries. It is the policy of the Company to comply fully w ith all Chief Compliance Officer has appointed Regional Compliance Officers w ho w ork under
applicable expor t control law s and regulations. the Compliance Office’s instructions, and Compliance Officers in each business unit or
independently operated segment of Nidec’s global operations to prevent compliance
In particular, each employee involved in international sales should be aw are of the violations in the organizations under their supervision . Business units also have Ethics
various embargoes of exports to certain countries w hich are imposed by U.S. and other Officers or Compliance Promoters designated to implement the Business Ethics Policy.
countries’ law s. These law s can have extra-territorial reach and can therefore apply to The Compliance Of ficers and Regional Compliance Officers, and the business unit
the Company’s operations globally. Failure to adhere to such law s could result in the Ethics Officers or Compliance Promoters are available for consultation on ethics issues
loss of export trading rights for the Company and/or in criminal penalties for employees. or to answ er any questions you may have about this Policy. Finally, the Compliance
Office and the Legal Department are also a resource to answ er questions concerning
compliance w ith this Policy.

Many other Company policies govern the ethical conduct of Company employees. Often
these policies elaborate upon the general guidelines set for th in this Business Ethics
Policy. Employees shall make themselves aw are of and comply w ith the applicable
policies and procedures.

EMPLOYEE RESPONSIBILIT Y AND DISCIPLINE

Each Company employee shall be responsible to conform his/her conduct strictly to this
Policy and any other applicable policies. Each employee w ill be provided a copy of this
Ethics Handbook, and shall review it carefully in order to understand and to comply w ith

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 Nidec Business Ethics Policy

this Business Ethics Policy. Europe: nidec_hotline_eur ope@nidec .c om

Southeast Asia: nidec_hotline_asia@nidec .c om
Each business unit Leader is responsible for ensuring that all employees w ithin his/her Japan: [email protected]
business unit receive a copy of the Ethics Handbook, and that each employee attests
his/her agreement to comply w ith its purposes and provisions. With respect to par ticular In addition, some business units operate a telephone “Ethics Compliance Hotline” w hich
areas of conduct involving specific employees, fur ther training and guidance w ill be may be used, if available to your business, as an alternative to the Nidec Global
provided as appropriate. In any instance w here any employee requires guidance as to Compliance Hotline (your Ethics Officer can confirm availability of the telephone
how to follow this Policy, he/she should seek advice from his/her super visor or the numbers to your business):
applicable Compliance Leader or the Compliance Office.
Inside the US: 877-522-7545
Outside the US: +1 770-582-5264
If at any time a Company employee or agent has engaged in, is about to engage in, has
been asked to engage in, or suspects others have engaged in, conduct that may violate
The e-mail addresses and/or telephone numbers are posted at every Company
this Policy, then any employee having know ledge of the matter should repor t it directly
location.
to his/her super visor or to the applicable Ethics Officer. In the alternative, the employee
may repor t such ethics concern or potential violation to the Compliance Officer,
To repor t any questions or concerns regarding violation of law s, accounting principles,
Compliance Promoter, Regional Compliance Officer or the Compliance Office, or to the
financial standards, or of this Business Ethics Policy, contact the Nidec Global
Legal Department. Finally, the employee may also report such ethics concern or
Compliance Hotline or Ethics Compliance Hotline. Reports or calls to the Ethics
potential violation by e-mailing “Nidec Global Compliance Hotline” or calling the “Ethics
Compliance Hotline can be made on an anonymous basis.
Compliance Hotline” as described in the section below .
Whatever the concern, there is an appropriate resource w ithin the Company or w ithin
SUPERVISORS’ RESPONSIBILIT IES the Nidec Corporation compliance structure. Additionally, the Company’s Board of
Directors is committed to providing avenues through w hich such issues may be raised,
Each super visor is responsible to oversee the conduct of each employee under his/her review ed and, in ever y possible instance, resolved.
super vision and to ensure the employee’s compliance w ith this Policy. Any super visor
receiving a repor t from an employee or from any other source of a possible ethics NO RETALIATION
violation shall repor t it to the applicable Compliance Leader, the Compliance Office or
the Legal Department, or the Nidec Global Compliance Hotline or Ethics Compliance There shall be no retaliation or harassment of employees w ho report possible
Hotline; under each of these options, appropriate action shall be taken. Anyone violating violations or other concerns. Any employee w ho engages in such retaliation or
this Policy, w hether occurring through individual misconduct, a failure to exercise harassment w ill be subject to serious disciplinary action, including possible
adequate super visor y oversight, or w here applicable, a failure to repor t misconduct of termination of employment.
others, shall be subject to appropriate disciplinar y action. Serious misconduct may
result in termination of employment.

REPORTING ALTERNATIVES AND ETHICS COMPLIANCE

HOTLINES

Finally, the employee may also report such ethics concern or potential violations by e-
mailing the “Nidec Global Compliance Hotline” as below :

The Am ericas: nidec_hotline_americ as@nidec .c om

China: nidec_hotline_china@nidec .c om

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 Nidec Business Ethics Policy

BUSINESS ETHICS POLICY ACKNOWLEDGMENT

PERF HERE
I have carefully read the Handbook, including the Company Business Ethics
Policy. I understand and agree to comply w ith its purposes and provisions.

Signature of Employee

Employee Number

Typed or printed name of employee

Date

Name and address of business unit (Company)

Please complete and return this acknow ledgment form to your Human Resources
Depar tment to be included in your employee personnel file.

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