Governance

The Risk and Compliance Committee carries out the Company's compliance and risk management measures. Established as an organization under the direct supervision of the Representative Director and President, it meets twice a year and is chaired by the Representative Director and President.
This committee assesses risks that should be addressed on a Companywide basis, compiles countermeasures, and checks on the state of their progress, as well as conducting other activities, including submitting to the Board of Directors recommendations on establishment, amendment, and abolition of rules concerning risk and compliance and providing compliance training to employees.
Minutes of the Risk and Compliance Committee are reported promptly to the Board of Directors, which reviews them and, as necessary, decides on important matters such as establishment, amendment, and abolition of rules.

We have established a whistleblowing hotline for use by whistleblowers who have witness or suspect any violations in Company business activities. This hotline may be used by all executives, employees, temporary employees, and former employers (within one year of separation) as well as executives and employees of businesses with which we transact. Reports are accepted on acts in violation of laws, regulations, or in-house rules, including harassment, discrimination, corruption, leakage of confidential information, insider trading, and extortion targeting Company employees or transaction counterparties.
We set up this hotline both inside the Company (in the Internal Audit Office) and at an outside law office.

After a whistleblowing report has been received, the head of the Internal Audit Office carefully considers whether or not an investigation is required. If an investigation is required, the head of the Internal Audit Office forms an investigation team reflecting the details of the investigation and investigates the matter in cooperation with related sections.

The privacy and anonymity of whistleblowers are protected, and the content of a report is not shared with any parties other than the hotline and the investigation team without the consent of the whistleblower. Rules call for investigation staff to take care to prevent identification of the whistleblower during the investigation process. In addition, it is prohibited to treat a whistleblower at a disadvantage for reason of having made a whistleblowing report, and the Rules of Employment and other provisions stipulate disciplinary action for any who engage in such acts.

The whistleblower is notified promptly of whether or not an investigation will be conducted, the progress of the investigation, if any, and its findings. In addition, the head of the Internal Audit Office reports to the Risk and Compliance Committee on the findings of the investigation and any corrective measures.

In addition to requiring that all executives and employees comply with laws and regulations, the Company also prohibits, in the Rules of Employment, misappropriation, collusion, leakage of confidential information, extortion of Company employees and transaction counterparties, and various other acts of corruption aimed at securing private gain by exploiting one's professional status.
Similarly, we also prohibit various acts of bribery, such as entertainment that deviates from the extent socially acceptable or improper provision or receipt of funds services, and opportunities, whether they involve public- or private-sector counterparties.
Any such acts of corruption or bribery are treated strictly under the Rules of Employment.
The Rules of Employment include the following provisions on prevention of corruption and bribery.

All cases of establishment and amendment of related rules, including the Rules of Employment, are subject to approval by the Board of Directors.
In FY 2023, no employees were disciplined (including dismissal) in connection with corruption and no fines or other penalties were incurred.