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Compliance

Basic ideas

Basic Approach to corporate governance

The Company has outlined a Basic Policy, Guidelines, and a Corporate Code of Ethics. We conduct corporate activities in accordance with these policies and based on a strong ethical viewpoint while also complying with the relevant laws, rules, and regulations.

Structure

Management Structure

The Risk Management and Compliance Committee, which is an advisory body, discusses important matters concerning risk and compliance such as risk countermeasures of the entire company and, at the same time, gives its advice to relevant departments and sections based on the outcome of the discussion, and also reports the progress and proposes, for example, countermeasures to the Board of Directors.

Compliance manual

The Compliance Manual was prepared based on the Tokai Carbon Corporate Code of Ethics and our Ethical and Compliance Conduct Standards. The manual outlines the conduct standards that all officers and employees are required to maintain as they carry out their everyday duties, and is intended to help everyone in the Company understand compliance properly.

Internal reporting system

We have introduced an internal reporting system for receiving reports from employees who have found out about legal violations or fraud (or signs thereof), including any acts linked to corruption such as bribery etc. by executive officers or employees. We have established in-house contact points (Legal Affairs Department, Audit & Supervisory Board Member) and external contact points (legal advisors) to receive reports or requests for advice by phone, fax, email, letter, etc. Reports can also be made anonymously.In addition, we also have a system allowing us to respond to reports from external third parties, reports received in a foreign language and reports received by persons other than the prescribed points of contact. The Company’s Guidelines on Handling Internal Reports clearly state that, apart from cases when the system is deliberately misused, informants will not be dismissed or subjected to unfair treatment under this system, thereby ensuring the appropriate implementation of the system. Specifically, our company’s Legal Affairs Department Manager is responsible for conducting an investigation into facts reported by an informant, while strictly maintaining the confidentiality of the informant. If it becomes clear after an investigation that an illegal act was committed, we will take corrective actions and recurrence-prevention actions, and impose a punishment under the employment regulations. At the same time, we have a system whereby all our employees and stakeholders can report to an external point of contact without worries. We are making efforts to increase everyone’s awareness of this system, including the external points of contact, by including it in the Compliance Manual and internal rules, and announcing it using various tools, including in-house seminars, an in-house message board and in-house newsletters.

Initiatives

Prevention of corruption

Cases of corruption

In the FY2021, there was no exposure of corruption and no fines or surcharges paid. There was no disciplinary action made to employee due to the corruption.

Prevention of bribery and other corrupt behavior

Our Code of Ethics states that we will conduct business activities through fair competition and maintain sound and normal relations with politicians, government officials, suppliers, etc. It also states that we will comply with all laws and conduct business activities based on social norms and common sense. Because of this, we prohibit and strive to prevent acts of bribery or acts that could arouse suspicion of bribery, such as proposing or delivering benefits as compensation for others, and demanding or receiving benefits such as cash, excessive business entertainment, amusement or other services. We also prohibit corruption in the form of conspiracy to embezzle company funds or commit money laundering.
The prohibition of this kind of corruption and bribery is also specified in our procurement policy.
The Board of Directors oversees initiatives on compliance including the prevention of bribery and other corruption and receives reports from the Risk Management & Compliance Committee.
Tokai Carbon is raising awareness of the prevention of comprehensive corrupt behavior including this kind of bribery. We familiarize employees with our anti-corruption policy through training courses and in our newsletter so that all employees are able to avoid actions that could lead to corrupt behavior. Moreover, we have made no political contributions in fiscal 2021.

Education and Enlightenment

We continuously provide compliance training for executive officers, managers, new employees, etc. conducted by internal and external lecturers.
We are also striving to raise compliance awareness among executive officers and employees via the in-house distribution of a compliance message video and the publication of related articles in our in-house magazine.

Training theme

Year Training theme No. of participants
2017 Anti-Monopoly Act About 50
2018 ESG About 45
2019 Issue of quality falsification About 50
2020 Dialogue with shareholders/ Response to proposals from shareholders About 50
2021 Group governance About 40
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