Compliance
Basic Concept
Compliance is becoming more demanding, and the voluntary codes driven by stakeholders or
regulated by law are broadening the scope of what governance covers. As our Group expands its business
globally, we are required to provide training and adopt policies that are in line with applicable Japanese and
international laws, including anti-corruption laws, antitrust / competition laws, trade laws and others
(Policies). Adoption of such Policies also aims to help our Group to navigate through and respond to any
ethical, legal and/or compliance issues in a correct and a proper manner as these issues may otherwise lead to
suspension of operation or significantly damage our brand and other assets. We also want to demonstrate to our
business partners, customers and the society at large that our Group takes compliance very seriously and we
train our staff on compliance awareness, violations and reporting. We strive to create a positive culture in
which everyone wants and knows how to do the right thing.
In the Yamato SPIRIT (Values and Action Guidelines) of our corporate philosophy "MISSION, VISION and Yamato
SPIRIT," we have set forth fairness as one of our values. We have established the Employee Code of Conduct
(Code) and adopted Policies as a guideline for our employees to act with integrity based on the values and
ethics required of a corporate citizen as a member of society, respecting social norms as well as complying
with laws and regulations, to realize fair and sound management, to achieve harmony with civil society, and to
develop the company creatively. The Code and the Policies, adopted and administered by the Board of Directors
of the Company (Board) shall also facilitate the correct understanding of applicable laws and regulations as
well as social norms relevant to our business operations. Each and every person, regardless of whether they
are directors/executive officers or employees of the Company, is subject to the Code and the Policies and no
one has authority to make exceptions or grant waivers. Accordingly, all employees are expected to uphold the
highest ethical standards of business integrity.
By thorough legal compliance, we show our stance of being honest and maintaining the highest level of ethical
standards. Disciplinary action, including termination, is taken against any employee who violates the Code
and/or the Policies.
Anti- Bribery and Corruption Policy
Anti-corruption practices are an essential component of our compliance program, given that we
operate internationally and in many challenging environments. The Anti-Bribery & Corruption Guidelines outline
Group’s commitment to comply with the U.S. Foreign Corrupt Practices Act (FCPA), the United Kingdom Bribery
Act and applicable domestic and international anti-corruption standards in all business relationships. It is
our policy that our directors, officers, employees, and third parties acting on our behalf are prohibited from
offering or paying, directly or indirectly, any bribe to any employee, official, or agent of any government,
commercial entity, or individual in connection with the business or activities of the Company. A bribe for
purposes of this policy is any money, goods, services, or other thing of value offered or given with the
intent to gain any improper advantage for the Company.
Furthermore, it is also our policy to base commercial decisions on commercial criteria. We cultivate
constructive relationships with organizations and individuals doing business, or seeking to do business, with
the Company. In many cultures, those constructive relationships may include incidental business gifts and
entertainment. Directors, officers, employees, and third parties acting on behalf of the Company providing or
receiving third party gifts and entertainment in their corporate capacities are expected to exercise good
judgment and consider the nature of the gift or entertainment, its purpose, business context, applicable laws
and social norms. Gifts and entertainment must not be intended to create an improper advantage for the
Company. All expenditures for gifts and entertainment provided by the Company must be accurately recorded in
the books and records of the Company.
Antitrust Policy
It is our Group’s policy that directors, officers, and employees are expected to comply with the
domestic and international antitrust and competition laws which are applicable to the Group’s business. No
director, officer, or employee should assume that the Group’s interest ever requires otherwise.
The Company's Antitrust Guidelines prohibit violations of the competition laws. We take strict action if any
violations are committed.
Structure
To ensure thorough compliance, our Group has established the following systems for internal
control.
The President and Representative Director of Yamato Kogyo Co., Ltd. is ultimately responsible for our Group's
internal controls, and the Representative Directors of each Group company are assigned as the persons
responsible for their internal controls, which are implemented following the Basic Policy on Internal
Controls.
The Board of Directors decides on basic policies regarding the development and operation of internal controls
and is responsible for supervision. In addition, corporate auditors work with the departments involved in the
development and operation of internal controls, ascertain the status of the development and operation of
internal controls through audits by corporate auditors, and provide advice and recommendations to management
as necessary. Department managers are obligated to conduct self-inspections, improve issues, and report on the
development and operation of internal controls in their departments.
As for the management system, the General Manager of the Internal Audit Office is responsible for the
promotion of internal control in his company as the person in charge of internal control, and the Internal
Audit Office serves as the secretariat function for the management of internal control in our Group and
promotes internal control for the entire Group. The president of each Group company appoints an internal
control leader, an internal control committee member, and an internal control promotion committee member, and
the head of each department serves as an internal control committee member and is responsible for promoting
internal control initiatives.
System for Financial Reporting
Internal Reporting System
Our Group has established an internal whistleblower system
based on the “Whistleblower Protection Regulations.” All Group employees, including temporary and part-time
employees engaged in business within the Group, as well as
employees of subcontractors and suppliers, are eligible to use the system, which provides internal and
external contact points that offer consultations and receive reports via telephone, e-mail, fax, in writing,
and through personal consultation.
Upon receiving a report, the Whistleblower Protection Office reports the details to the Representative
Director and President and to the auditors. The Whistleblower Protection Office or an investigation team
conducts an investigation to establish the facts of the report. Regardless of whether the content of the
report is true or false, the investigation findings are reported to the Whistleblower Protection Office, who
promptly implements corrective measures and steps to prevent recurrence. The Office also reports the results
of the investigation and subsequent measures to the Representative Director and President and the auditors. If
a report is found to be based on truth, the Company takes disciplinary action against employees who
participated in the problematic activity, in accordance with the Company’s work regulations. In addition, we
protect whistleblowers following the Whistleblower Protection Act to ensure that they are not disadvantaged.
Fostering and Spreading Compliance Awareness
Our Group has formulated the corporate philosophy "MISSION, VISION, Yamato SPIRIT" and
established the "Yamato Kogyo Group Employee Code of Conduct" as a guideline for realizing the philosophy and
promoting compliance.
Compliance awareness is fostered and disseminated through compliance training at the time of employment and by
job level, as well as through the monthly "Compliance Bulletin," sent out to all employees.
The following training programs were conducted in FY2024. We will continue to examine ways to provide
effective training on an ongoing basis.
Compliance Training Conducted in FY2024
| Training Contents | Period of implementation | Target group |
|---|---|---|
| Compliance Overview, Anti- Bribery and Corruption, Antitrust Policy Training | January 2025 | Executives and employees at the department manager level or above |
| Compliance and Harassment Training | Upon hire (scheduled training) | New employees and career hires |
| Compliance and Harassment Training | At the time of promotion (scheduled training) | Initial supervisor |
| Compliance Training | As needed (e-learning) | All employees |
| Harassment Training | As needed (e-learning) | All employees |