Compliance
Basic Perspective
Toyo Seikan Group Code of Conduct
Toyo Seikan Group has organized and revised the content of the "Toyo Seikan Group Code of Conduct/Guidelines of Behavior," which serves as the norm for the actions that all officers and employees working in each company should practice and comply with. Effective October 1, 2024, we have newly established the "Toyo Seikan Group Sustainability Charter / Toyo Seikan Group Action Policy / Toyo Seikan Group Code of Conduct." We will continue to promote widespread understanding and implementation of these guidelines by publishing them on our website, internal bulletin boards, and distributing explanatory booklets to ensure that officers and employees can access and review the content at any time. Furthermore, we will conduct training programs tailored for new employees, newly appointed managers and supervisors, and newly appointed executives, aligning the training with the content of these guidelines, to ensure continuous awareness and dissemination.
Related Regulations
Group Regulations to Prevent Bribery Involving Public Officials, etc.
To comply with laws and regulations related to domestic and international bribery prevention, we established the Group Regulations to Prevent Bribery Involving Public Officials, etc. and guidelines in September 2018 and have been implementing management based on these regulations. In cases where we engage in mergers, acquisitions, or joint ventures with other companies, we conduct proper due diligence to ensure that the other company has not engaged in any acts that violate anti-bribery laws in the present or in the past.
At Toyo Seikan Group, we continuously implement management in accordance with the Group's Anti-Bribery Regulations and Guidelines, taking into account the prevention of corruption, such as bribery. These regulations and guidelines have been translated into languages such as English, Chinese, Thai, and Indonesian, in addition to Japanese, and are widely disseminated to all domestic and overseas group companies.
Regulations on Compliance with Antimonopoly Laws
In order to strongly promote compliance with laws such as the Antimonopoly Act within the group companies, and to conduct business activities based on fair and free competition as a holding company, we have established the "Regulations on Compliance with Antimonopoly Laws" and are implementing management based on these regulations.
Declaration of Complete Separation from Cartel Involvement
The boards of directors of Toyo Seikan Group Holdings and Toyo Seikan adopted the “Declaration of Complete Separation from Cartel Involvement” in fiscal 2019 to ensure compliance with the Antimonopoly Act.
Declaration of Complete Separation from Cartel Involvement
The Toyo Seikan Group (the “Group”) shall conduct transactions through free and fair competition that complies with the Antimonopoly Act (the “Act”) and shall not engage in any activity that violates the Act or that leads to a suspected violation of the Act with any business operator that competes with companies in the Group.
Group Risk & Compliance Promotion Framework
The Group has established the following organizational structure to promote group-wide compliance.
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Main Activities of Toyo Seikan Group
In the fiscal year 2023, Toyo Seikan Group Holdings and its domestic and overseas group companies conducted the following activities.
Prevention of Bribery and Corruption
After the Guidelines for the Prevention of Bribery of Foreign Public Officials were modified by the METI, we revised our applicable regulations and the corresponding guidelines and disseminated them Group-wide in FY2022. In conformance with internal standards and related regulations, since FY2018, we have provided e-learning on preventing bribery and corruption covering all employees including those in management-level positions.
In FY2023, 201 employees in management-level positions at overseas subsidiaries received e-learning instruction on Methods of Preventing Bribery.
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- The list of group companies joining the e-learning program may change according to the scores of the Corruption Perceptions Index released by Transparency International.
Initiatives for Compliance with the Antimonopoly Act
So that we can maintain an appropriate framework for complying with the Antitrust Act, in FY2023 we asked outside lawyers to offer an assessment from an expert and objective perspective on the ongoing implementation of the Group’s antimonopoly compliance program. The assessment confirmed that we are carrying out corresponding measures designed to maintain the framework to comply with the Antimonopoly Act.
Educational Program for Newly Appointed Managers, Assistant Managers and General Managers
We organized and hosted training programs for newly appointed section chiefs, team leaders, and department managers of our major group companies. The Legal Department planned and conducted these trainings. A total of 261 participants attended the sessions, including both online and recorded sessions. The training covered various topics tailored to each level, as well as the effective utilization of our group's internal reporting system. We plan to continue conducting these training programs in the future and strive to enhance their content.
- Program for newly appointed assistant managers (2 days) 135 participants
Theme: How to prepare documents that can avoid any risk of violating the Antimonopoly Act
- Program for newly appointed managers (2 days) 93 participants
Theme: Case study for preventing Antimonopoly Act violation
- Program for newly appointed general managers (1 day) 33 participants
Theme: For preventing violations of the Antimonopoly Act from the management level viewpoint
Other Initiatives
- “Cartel Prevention Course” for managers of sales departments at major Group companies attended by 849 people via e-learning
- “Competition Law” for management-level employees at overseas subsidiaries attended by 193 people via e-learning
- Written pledge to comply with the Antimonopoly Act submitted by all staff in sales departments
- Antimonopoly Act Compliance Card carried by all staff in sales departments at all times
Educational and Training Programs for Group Members
In the fiscal year 2023, we held various training sessions and educational awareness activities covering domestic Group companies, including the activities listed below.
Month-long Group Compliance Promotion Campaign (October)
- Held activities on a common theme of the Group, specifically re-ensuring compliance with the Antimonopoly Act
- Group compliance training seminar
- Submission of the written pledge to comply with ethics and laws and regulations
Group Compliance Training Seminar
On October18, 2023, we held Group compliance training in which outside lawyers were invited to lecture, and 154 directors and officers attended from Group companies.
Theme: Human Rights in Business
Legal Training Program for Newly Appointed Group Officers
In May 2023, we held a training session (attendees would choose to come on one day out of the two days it was held) covering newly appointed directors and officers and invited outside lawyers to lecture. A total of 29 directors and officers attended.
Theme: Duties and responsibilities of directors, auditors, and operating officers
Other Training Programs and Internal Educational Support
We hold training sessions on laws and regulations related to the Company and the Group companies using lectures from the Legal Department and outside experts. These were held 27 times in FY2023. As part of our continuing support for internal education, we also publish educational content for Group companies for the purpose of explaining compliance and laws and regulations.
Major themes of training programs
- Antimonopoly Act / Subcontract Act: 6 sessions
- Contract Practices: 6 sessions
- Product Liability Act: 1 session
- Methods of Preventing Bribery: 1 session
Collecting and Transmitting Compliance-Related Information
To ensure familiarity and awareness with compliance, we prepared a compliance risk map, from which we comprehensively extracted and evaluated compliance risk from a management perspective, so that our activity in this area can be more effective when we set priorities. Also, through compliance activities at Group companies and the communication of incidents that originate from society, we endeavor to raise awareness of compliance throughout the Group.
Major Activities Planned
In FY2024, we are implementing the following activities to enhance compliance across the Group.
- Promotion campaign at Group companies based on the compliance risk map
- Promotion campaign on the theme of “Creating a Workplace Free from Misconduct and Fraud”
- Month-long Group compliance promotion campaign
Consultation System (Internal Reporting System)
To facilitate the prompt gathering of information and subsequent rectification of all compliance violations (including unfair business practices, human rights violations, workplace misconduct and harassment, legal infractions, corruption, and bribery), Toyo Seikan Group set up an internal reporting system at overseas and domestic Group companies.
The consultation system is established and operated based on the Group's common "Group Compliance Consultation System Operation Regulations" and other related guidelines.
The Response Flow of Consultation System
We have established a consultation desk that includes internal consultation desks for each group company, as well as external hotlines operated by third parties independent of our group. The domestic external hotlines has two separate desks for "compliance" and "harassment/human relations" based on the type of inquiries. It is available to employees (including contract employees, part-timers, temporary workers, and employees of subcontractors), officers, and former employees. The overseas external hotlines is available to officers and employees.
In addition to phone and web form inquiries, the external hotlines also allows for anonymous consultations, ensuring that the service is available 24/7, 365 days a year for the convenience of the callers.
The Response Flow of Consultation System
How to Respond After Receiving a Report or Consultation.
After receiving a report or consultation, we will initiate the investigation process according to the "Rules for Management of Group Compliance Whistleblowing and Consultation System," with the investigation team taking the lead. The investigator will notify the reporter of the acceptance of the report or consultation, the decision regarding the investigation, and the future actions to be taken. During the investigation and notification, we will take sufficient precautions to prevent the leakage of information that could identify the reporter or the contents of the report, and ensure that relevant documents are securely managed and accessible only to authorized personnel, in order to maintain confidentiality.
Once the investigation is completed, the results and identified issues requiring corrective measures will be reported to the responsible officer in charge of the consultation desk. If any misconduct is revealed, prompt corrective measures will be taken, and necessary actions will be implemented to prevent recurrence. The reporter will be promptly notified of the progress of the response, and appropriate disciplinary actions will be taken against employees involved in any fraudulent activities, in accordance with the employment regulations and internal rules.Regarding reports and consultations, we report to the management through the "Group Risk and Compliance Committee" and the "Board of Directors" from the Group Consultation Desk Promotion Office.
About User Protection
We have established a system to protect users by formulating "Rules for Management of Group Compliance Whistleblowing and Consultation System" and other related guidelines in accordance with the Whistle-Blower Protection Act, ensuring the effective functioning of the consultation system (internal reporting system).
- We have implemented methods that allow users to choose either real-name or anonymous usage. Additionally, we strictly prohibit employees and others from searching for users.
- The companies within the Toyo Seikan Group are committed to protecting the privacy of users and ensuring the strict confidentiality of any secrets or confidential information.
- We prohibit any form of disadvantageous treatment or harassment towards users or individuals who have sincerely reported or consulted, as well as those who have cooperated genuinely in the investigation.
- We explicitly state that engaging in retaliatory actions towards users or individuals may result in disciplinary measures in accordance with the employment regulations.
- Reports and consultations made through the internet are managed with encryption, so there is no concern about the leakage of report and consultation contents to external parties.
Report and Consultation Status
In the fiscal year 2023, a total of 97 reports and consultations were received through the internal reporting channel. Approximately half of these were related to harassment. Prompt investigations and responses are being conducted for the reported cases.
In cases where reports or consultations have been received, appropriate measures such as fact-checking, investigations, disciplinary actions, counseling, corrective measures, and the implementation of preventive measures are being taken based on employment regulations if any violations or misconduct are found.
Number of Contacts through the Internal Reporting System / Breakdown of Reported and Consulted Matters
Aggregation scope: All subsidiaries of Toyo Seikan Group Holdings, Ltd.
- FY2021: 127
- FY2022: 108
- FY2023: 97
Activities to Enhance Consultation System (Internal Reporting System)
We are posting posters about the external hotlines in the workplace to ensure the proper use of consultation system. We are also distributing mobile cards that describe how to use the external hotlines. In addition, we are posting information on the intranet to raise awareness among employees about the external hotlines. Furthermore, our "Compliance Newsletter" issued to each group company provides information about the internal reporting system. In training sessions for newly appointed executives, we explain the internal reporting system, clarify its purpose and significance, and promote awareness of how to use it. Through these efforts, we are striving to improve the effectiveness of the system.
Activities of Group Companies
Activities for FY2023
Tokan Kogyo Co., Ltd.
At Tokan Kogyo, we established the theme for our risk management and compliance promotion activities for the fiscal year 2023 as "Promoting proactive activities at the workplace and increasing sensitivity towards risk and compliance." We focused on three key activity areas: "Maintaining and strengthening subcontractor compliance systems," "Preventing harassment," and "Activities at each location," and engaged in various initiatives.
In particular, regarding harassment prevention, we created educational materials and conducted "Management training for dealing with diverse subordinates" targeted at our managerial staff. Additionally, at certain business sites, we organized seminars to raise awareness among employees specifically related to harassment prevention as part of our activities at each location. We strive to create an organizational culture and environment where harassment is not tolerated.
Nippon Closures Co., Ltd.
At Nippon Closures, we conducted a harassment training seminar for all employees in March 2024, with the aim of raising awareness about harassment. This training provided education on the specific requirements of harassment and appropriate responses when faced with harassment. After the seminar, we posted explanatory videos and materials on our internal website, allowing employees to access them at any time. We will continue to implement ongoing education for the prevention of harassment and strive to create a workplace environment where all employees can work with peace of mind.
TOMATEC
As part of TOMATEC's activities for the Compliance Promotion Month in October, we held a training seminar on workplace harassment in collaboration with the Osaka Human Rights Council, with over 100 participants. Through specific examples of power harassment, we also learned about assertive communication as one of the ways to prevent harassment.
Stolle Machinery do Brasil Industria e Comercio Equipamentos Ltda.
At Stolle Machinery do Brasil Industria e Comercio Equipamentos Ltda., all employees received training on topics related to harassment, respect, and code of conduct in 2023. Moving forward, we will continue to prioritize the respect for individuality and diversity, and provide regular education and training to our employees to prevent harassment and discrimination.
