Basic ideas

Basic Approach to corporate governance

We have established basic policies including our basic philosophy, Action Guidelines, and Global Code of Conduct. In accordance with these principles, we strive to comply with laws, regulations, and rules, and to engage in corporate activities with high ethical standards.

Structure

Management Structure

The Risk Management and Compliance Committee, an advisory body to the Board of Directors, discusses important matters concerning risk and compliance, such as Group-wide risk countermeasures. It also provides counsel to relevant departments and sections based on the outcomes of discussions, and provides the Board of Directors with reports on progress and suggestions for countermeasures and other matters.

Global Code of Conduct

We have established a "Global Code of Conduct" that serves as a standard for our judgment and activity for all executives and employees of Tokai Carbon Group in carrying out daily work. This "Global Code of Conduct" describes our Group's stance based on our basic philosophy "Ties of Reliability " and provides specific standards of conduct to realize our basic philosophy.
→Global Code of Conduct

Internal reporting system

We have introduced an internal reporting system for receiving reports from employees and other individuals who have learned of signs or acts of legal violations or fraud, including any linked to bribery or other corruption 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, other means. Reports can also be made anonymously. We have also readied a structure allowing us to act on reports from third parties, reports received in foreign languages, and reports received through channels 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. The Legal Affairs Department Manager is responsible for conducting investigation into facts reported by an informant, while strictly maintaining the confidentiality of the informant. When investigation reveals legal violations, etc., we enact measures for correction and for the prevention of occurrence, and impose disciplinary measures in accordance with employment regulations. We have also prepared mechanisms by which all employees and stakeholders can make reports with confidence through external Internal reporting system points of contact. We are working to increase awareness of this system through information in our Compliance Manual and internal rules and through means including in-house seminars, message boards, and newsletters.

Initiatives

Prevention of corruption

Cases of corruption

In the FY2024, 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 Global Code of Conduct states that we will comply with relevant laws and regulations at home and abroad, and will engage in corporate activities aligned with social ethics and sound judgment. The code also clearly expresses that we will comply with international norms and relevant national laws and regulations concerning the prevention of corruption, and that we will engage in no corrupt acts involving the civil servants, government officials, or other parties of any country. Accordingly, we prohibit and strive to prevent acts of bribery, including the offering or provision of gain as consideration for favors, the requesting or acceptance of gain in the form of cash, excessive entertainment, services, etc., or other acts that could be viewed as bribery. We further prohibit employees from engaging in corrupt acts such as the embezzlement of company funds or complicity in money laundering. In the unlikely event that a violation is discovered, it will be reported to the Risk Management and Compliance Committee via the Legal Department, which will then take the lead in investigating the matter and taking measures to prevent recurrence. Employees who violate the rules may be subject to disciplinary action, including dismissal.
The prohibition of this kind of corruption and bribery is also specified in our procurement policy.
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 2024.

Supervision of the Board of Directors with respect to corrupt acts

The Board of Directors oversees initiatives concerning compliance, including the prevention of bribery and other corrupt acts, and receives reports from the Risk Management & Compliance Committee.

Education and Enlightenment

To raise compliance awareness among each employee, we provide ongoing compliance training on selected important topics from the perspective of management risks, such as preventing corruption and bribery, antitrust laws, and quality fraud.
In FY2024, we chose preventing insider trading and appropriate use of social media, etc., to subcontractors, and others as themes for the e-learning training targeted for all Tokai Carbon executives and employees, and recorded an attendance rate of 86.2%.
In addition, compliance education was conducted in the stratified training course for newly hired and managerial-level employees. Raising compliance awareness is being done through compliance message video distribution and by carrying related articles in our in-house magazine.

Performance

Number of violations of laws

Expenditures for political contributions, etc