GOVERNANCE
BASIC APPROACH
The Noritsu Koki Group recognizes that compliance is one of the foundations of sound corporate management. The Noritsu Koki Group Code of Conduct comprises six items that define specific behavior that all executives and employees are expected to follow: legal compliance; social contribution; working environment; information management; ethical behavior; and delivering safe and high-quality products and services. Through measures such as compliance training, we aim to ensure that the Noritsu Koki Group Code of Conduct is thoroughly understood and to cultivate a culture that prioritizes compliance in order to be a corporate group that is trusted by society and stakeholders.
COMPLIANCE PROMOTION FRAMEWORK
To further promote legal compliance, we have established the Compliance Committee (chaired by the representative director and CEO) as an advisory body to the Board of Directors. The committee deliberates on compliance-related organizational systems, rules and regulations, annual plans and other matters, and submits its proposals to the Board of Directors. In addition to having discussions on compliance issues and working to accurately understand compliance violations and prevent recurrence, the Compliance Committee monitors and makes necessary adjustments to compliance training and the whistleblowing system in order to enhance the effectiveness of compliance promotion activities.
| Compliance Committee | |
|---|---|
| Composition | Noritsu Koki Co., Ltd. Chair: Representative director and CEO Vice chair: Director and CFO Members: Executive officers (2), Audit Office manager Observer: Chair of Audit and Supervisory Committee (non-executive director) |
| Purpose and Authority |
|
| Number of Meetings Held in 2023 |
3 (January, March and September) |
INITIATIVES
Compliance training and information security training are provided to all Group executives and employees at least once a year. In addition, we provide ongoing legal training related to various businesses and operations at Group companies. To promote compliance activities that respond to social trends and stakeholder expectations, we regularly review our various policies, including the Noritsu Koki Group Code of Conduct.
INTERNAL WHISTLEBLOWING SYSTEM
Noritsu Koki operates* an internal whistleblowing system covering the entire Group as a means of early detection and prevention of risks and problems associated with business activities. Individual Group companies also have their own whistleblower hotlines that accept reports on acts that violate, or could potentially violate, the Noritsu Koki Group Code of Conduct, such as legal violations, human rights issues and corruption.
| Year | Number of incidents reported |
Type of report |
|---|---|---|
| 2020 | 0 | - |
| 2021 | 0 | - |
| 2022 | 4 |
|
| 2023 | 4 |
|
- ＊In operating the internal whistleblowing system, we ensure anonymity, safeguard the confidentiality of reports and thoroughly protect the human rights of whistleblowers.
INTERNAL AUDITS
The Audit Office reports directly to the representative director and CEO of Noritsu Koki. The Audit Office and the Audit and Supervisory Committee share their annual audit plans and reports, and strive to thoroughly implement and improve the quality of internal audits by clearly exchanging information and opinions. To respond quickly and accurately to compliance-related concerns, we are further enhancing audit functions, including through the appropriate operation of a whistleblowing system and by increasing the number of auditing staff.
ANTI-CORRUPTION AND ANTI-BRIBERY
The Noritsu Koki Group has enacted the "Anti-Corruption and Anti-Bribery Policy" (the “Policy”) which applies to all officers and employees of the Noritsu Koki Group, and works to build culture and system of preventing corruption as an entire group. The Policy prohibits involvement in any form of direct and indirect acts of corruption* at any time and requests compliance with the Policy by all business partners who are involved in our business such as suppliers.
We will always make the Policy available to the entire group in internal notices or on the website, etc. Also, we will provide all of our officers and employees with regular education and training regarding anti-corruption.
The Group has established a compliance department and internal reporting system so that any act that does not comply with laws and regulations relating to corruption as well as the Policy or doubt thereof will be reported in a timely manner to or consulted by the relevant department.
- ＊Acts of corruption include all acts that abuse authorized power to gain inappropriate merit including, but not limited to, excessive entertainment or gifts that are not consistent with the laws and regulations or socially recognized standards, other bribery acts such as providing or receiving benefits (including facility payments), misappropriation of funds such as inappropriate rebates and kickbacks, anti-competitive acts with unfair means, obstruction of justice, donating money to a politician as an individual, donating money to a political entity or political party that is not permitted by law, extortion, fraud and money laundering.