Compliance Manual
Compliance Mannual 2011 (Revised as of 1st April, 2011) (410.3KB)
Introduction
"When you are faced with a choice between integrity and profit, choose integrity without hesitation."
If we do not follow this direction and choose an easy option that results in our corporate brand being damaged, it will take a long time and a lot of energy to restore our brand. We shall not take short-cuts in the pursuit of a quick profit, rather we shall choose the right pathway even if it involves a detour, taking one step at a time.
Each and every one of you should re-assess your position to confirm that your pathway:
- does not violate any law;
- is one that you can tell your family about with confidence;
- is one that you would be happy for your children to adopt;
- is one that you can be proud of if it be reported in the newspapers or on TV;
- does not enable others to take advantage of our weakness;
- is not a shortcut that allows you to enjoy an easy life at the expense of others.
If you are ever in any doubt as to any of the above, please revisit this compliance manual.
Compliance Committee
Oath of the Marubeni Group
We, the directors and employees of the Marubeni Group, shall observe the laws, regulations and internal corporate rules, by observing the values of "Fairness", "Innovation" and "Harmony" expressed in our Company Creed, the Marubeni Management Philosophy and the Marubeni Corporate Principles, and shall conduct our business activities in compliance with a high corporate ethical code.
Compliance System of the Marubeni Group
1. Meaning of compliance
While the term "compliance" is sometimes used to mean "upholding laws", today the term is also used to mean "upholding corporate ethics".
For the Marubeni Group, compliance means conducting our business activities while observing laws,
regulations and internal company rules in accordance with the philosophy incorporated in the Company Creed,
Marubeni Management Philosophy and Marubeni Corporate Principles, and also maintaining a high standard of ethics.
Compliance is a prerequisite for a company to endure. This is because, if profits are not realized through
sound business practices based on upholding rules and ethics, the company will betray the expectations and
demands of various stakeholders (i.e., interested parties) such as consumers, business partners, shareholders and employees, and sooner or later society will no longer tolerate the existence of that company.
The Term "Compliance" is the guiding principle for the actions of company workers.
2. Who Practices Compliance
Compliance within a corporation can only be achieved when every director and employee in the corporation understands the significance of compliance and takes appropriate steps to adhere to its principles, not only in business but also in their private lives.
3. Role of the Compliance Committee
The Compliance Committee, under the direct control of the President, serves as an organization to support and provide instruction to ensure compliance by the directors and employees of the Marubeni Group.
4. Chief Compliance Officer and Divisional Compliance Officer
The Chief Compliance Officer (nominated by the President) is the person responsible for ensuring that the compliance system is observed throughout the whole of the Marubeni Group. The Chief Compliance Officer shall also be the Chairman of the Compliance Committee.
The Divisional and Branch Office Compliance Officers are responsible for ensuring compliance within their designated divisions or branches.
5. Compliance Access Point (Door of Courage)
If a person becomes aware of any conduct that is contrary to the compliance system, he/she should report it in accordance with the established lines of the staff organization. If the usual lines of reporting are not functioning properly for some reason, the following access points (collectively known as "Compliance Access Points") are available to the entire Marubeni Group:
-Compliance Committee
-Outside legal counsel
[Rules on reporting to and consulting with a Compliance Access Point]
- A person filing a report or requesting a consultation shall provide his/her name, which shall remain confidential. (The report to the Compliance Committee from outside legal counsel shall omit the name of the reporting person, if he/she so desires.)
- The company guarantees that the reporting person shall not in any way be prejudiced or reprimanded because of his/her decision to report or consult with a Compliance Access Point. In relation to the employees of group companies, the Divisional and Branch Office Compliance Officers shall provide adequate instruction and supervision to the group companies to guarantee the same protection.
- Anyone who believes that the company has not acted in accordance with rule 2. above may consult with the Compliance Committee.
- The Compliance Committee shall provide the reporting person with details of its findings in relation to any matter reported to it and any matter upon which they have been consulted.
6. Procedure to Deal with Problems Which Have Just Occurred
When compliance problems arise the following procedure shall be followed.
- When a Divisional or Branch Office Compliance Officer identifies a compliance problem, he/she shall report it immediately to the Compliance Committee.
- Upon receipt of the report, the Compliance Committee shall instruct the relevant department(s) to investigate the problem and determine an appropriate remedy.
- If the Chairman of the Compliance Committee considers the problem to be serious, he/she shall report the problem promptly to the President.
- When the problem affects the whole company, the Compliance Committee shall investigate the problem by forming an Investigation Sub-committee and shall propose appropriate remedies including measures to prevent recurrence.
Use of the Compliance Manual
1. Things to Keep in Mind When Using the Compliance Manual
This manual provides a framework for effective compliance within the Marubeni Group serving as a guideline to standards to be observed by all members of the Marubeni Group in the discharge of their daily operations. If you ever find yourself unsure about which course of action to follow from a compliance point of view, in the first instance you should refer to this manual. Having done so, if you are still unsure you should consult your manager or the relevant departments/sections in charge.
2. Users
This manual shall be observed by directors and employees of the Marubeni Group as well as those who regularly work at the offices of the Marubeni Group, including part-time or temporary workers, and those working pursuant to outsourcing agreements. Each department shall be responsible for making all relevant workers aware of this Compliance Manual and for ensuring that they comply with its principles. The Marubeni Group referred to in this manual includes consolidated subsidiaries and other companies that are regarded as being substantially controlled by Marubeni Corporation.
3. Scope of Application
This manual is based on, and supersedes, the Marubeni Corporation Code of Conduct, which was published at the same time as the Marubeni Corporate Principles. This manual only applies to the operations conducted by the Marubeni Group Companies in Japan. Overseas offices are requested to prepare their own manuals based on the same principles but taking into account the laws, customs, and conventions of their countries and areas.
Furthermore, since the Marubeni Group deals in a broad range of goods, services and transaction formats, this manual has been drafted on the assumption that business departments or Group Companies shall promptly compile their own detailed manuals in conformity with and complementary to this manual, if necessary.
4. Measures to Handle Violating Conduct
If you become aware of a violation of this manual, if you are instructed by your superior to act in contravention of this manual, or if you find yourself inadvertently in contravention of this manual, you must not hesitate to report such contravention.
There are no particular corporate regulations to penalize for violation of this manual. Each contravention shall be judged and punished in accordance with the Employment Handbook and other applicable rules.
Matters to be Observed (summary)
- Respect Human Rights and Refrain from Any Form of Discrimination, Sexual Harassment or "Power Harassment"
To respect human rights and not to discriminate or engage in any kind of Sexual Harassment or "Power Harassment". - Compliance with Antimonopoly Law and Related Laws and Regulations
Not to engage in private monopoly, unreasonable restraint of trade (cartel) and other unfair trading practices. - Prohibition of Unfair Competition
Not to engage in unfair competition such as manufacturing and selling unlawful merchandise or unlawfully acquiring and using trade secrets. - Compliance with Various Business Laws and Regulations
To obtain licenses and permits necessary to carry out business activities and comply with various business laws and regulations. - Import and Export Procedures
To observe laws, regulations and international treaties relating to international trade and to follow appropriate procedures for import and export. - Security Trade Controls
To observe strict security trade controls for maintenance of international peace and safety and not violate the law or enter into an inappropriate transaction as a global corporation. - Administration of Product Safety
To administer product safety properly in compliance with related laws and regulations in order to secure the safety of the products the company handles. - Laws relating to Intellectual Property Rights
Not to infringe the intellectual property rights of others. - Prohibition on Bribes and Matters relating to the Exchange of Presents and Client Entertainment
Not to bribe public servants and not to provide, propose or promise an illegal profit to foreign civil servants.
Not to provide presents or client entertainment to a transaction partner that exceeds the accepted business and societal norms. - Prohibition on Conferring Benefits on Anti-Social Organizations
Not to engage in any activity for the benefit of any anti-social organization, and not to have a relationship with any such organization. - Environmental Protection
To be conscious of our responsibility as good corporate citizens and to use our best efforts to sustain a healthy environment and to act in harmony with the prosperity of the society. - Regulation on Insider Dealings
Not to engage in an act which violates insider dealing regulations. - Proper Information Management
To carefully manage confidential information of both the company and others. - Appropriate Use of IT Systems
Not to improperly use or harm our IT systems. - Proper Accounting, Filing of Tax Returns and Disclosure of Company Information
To proceed with accounting, filing of tax returns and disclosure of company information properly. - Prohibition of Acts Constituting Conflicts of Interest
To conduct the business of the company faithfully and to refrain from any acts which constitute conflicts of interest.
