ITOCHU Group’s Compliance System
The ITOCHU Group is developing a system for compliance through the Compliance Department within the Legal Division. The Compliance Department suggests policies and measures to foster compliance throughout the entire Group and appoints compliance officers in each organization within ITOCHU Corporation, overseas offices and major Group companies worldwide (including consolidated subsidiaries and some equity method associated companies; hereafter, the “companies subject to compliance management”).
The Compliance Committee is chaired by the CAO, and consists of two external members and the leaders of the relevant administrative divisions and sales divisions as internal members, The Compliance Committee’s meetings are held two times a year, in principle. It deliberates on matters related to compliance as a permanent organization on business operations. The most recent meeting was held on March 1, 2023.
Compliance incidents revealed in each organization within ITOCHU Corporation, overseas offices or companies subject to compliance management are reported to the Chief Officer for Compliance (CAO) and Corporate Auditors, while incidences of serious compliance violations are reported to the Board of Directors as appropriate.
The ITOCHU Group Compliance Program sets out policies to create compliance systems adapted to each organization within ITOCHU Corporation, overseas offices and companies subject to compliance management, that enable them to ensure compliance; these adapted policies take into consideration their business characteristics, operational formats and legal systems in the regions in which they are located. The effectiveness and adequacy of the content of these policies are reviewed every year by the Compliance Committee, based on factors such as legal and social trends, and they are revised and approved as appropriate.
Across the Group, we conduct Monitor & Review surveys once a year to check the status of compliance systems and operations of each organization. In addition, as for key organizations such as overseas offices and companies subject to compliance management, we are implementing activities with a focus on constant improvement and enhancement of our compliance structure. For example, we have been proactively utilizing the Internet to provide on-site training using compliance incidences that have actually occurred as training materials even during the COVID-19 pandemic.
Furthermore, based on our experience in former compliance incidents violations and the findings of the Monitor & Review surveys, we are formulating individual compliance reinforcement measures for each organization, and these measures are steadily being implemented.
In addition, to ensure compliance throughout the Group, ITOCHU Corporation confirms in writing that all employees have complied—and will continue to comply—with laws, regulations, and other rules, at individual performance evaluations each fiscal year.
Internal Reporting System
ITOCHU Corporation has formulated Internal Reporting Regulations and instructed the installment of similar hotlines at companies subject to compliance management as well. In addition to protecting whistleblowers through these arrangements, we have defined mechanisms to properly handle the reported cases. This initiative is reinforcing the management of ITOCHU’s compliance by supporting the prompt discovery and rectification of any incidents of corruption, including bribery. The status of the operation of the whistleblowing system is reported to the Compliance Committee on a regular basis.
ITOCHU Corporation has established multiple whistleblowing hotlines both in Japan and overseas (including external whistleblowing contacts utilizing dedicated personnel and external lawyers). It prohibits retaliation and other disadvantageous treatment of whistleblowers and allows whistleblowers to provide information anonymously.
The number of internal reports received by ITOCHU Corporation’s whistleblowing hotlines during the past three years are shown in the table below.
|Number of Reports||71||86||98|
In addition, on its website, ITOCHU Corporation has established a system under which the appropriate divisions respond to public inquiries based on the content of each inquiry. Please see the link below.
Implementation of Compliance Training
On-Site Compliance Training
We conduct On-Site Compliance Training for all officers and employees of ITOCHU Corporation every year. This training, which is intended to raise compliance awareness and prevent the occurrence of any cases, uses actual incidents of compliance violations as training materials while also focusing on the following points.
In FYE2023 (following on from FYE2022), face-to-face training was avoided as much as possible—due to the COVID-19 pandemic—and training was conducted mainly through webinars and video viewing, with 3,263 officers and employees participating. We also provided detailed education and training based on actual compliance incidents for each employee level, including training for new employees, managerial training, and training prior to overseas assignments.
Group companies implemented their own compliance training programs for officers and employees as appropriate for their operational formats, and ITOCHU Corporation also conducted on-site Compliance training sessions for officers and employees of major Group companies in Japan. In FYE2023, 7,108 employees from 49 companies participated in training via webinars, while 7,764 employees from 28 companies (including companies that participated in webinar courses as well) in the form of video viewing, for a total of 14,872 participants.
We have also converted our Compliance Handbook—which provides advice on compliance (in Q&A format) for each potential work setting where employees might face compliance issues and advises what actions to take to prevent corruption—into digital format, making it available for all ITOCHU Group officers and employees to refer to, even when working from home.
Compliance Awareness Survey
The ITOCHU Group implements a Compliance Awareness Survey every two years with all Group officers and employees, which confirms the level of understanding of the ITOCHU Mission, and assists with the implementation of specific initiatives. In FYE2022, the seventh year of the survey, we conducted a survey of 53,163 Group officers and employees and received responses from 52,870 of them (99.4% response rate). The conclusions drawn from the analysis of the findings are presented as feedback to each organization and reflected in efforts to improve the compliance system. We are planning to conduct our eighth Compliance Awareness Survey in FYE2024.
Bolstering Measures to Fight Corruption
The ITOCHU Group has established the ITOCHU Group Anti-Corruption Policy based on the Corporate Ethics Code of Conduct. It prohibits the provision of money and goods, entertainment, convenience and other profits to public officials and officers and employees of private entities, in Japan or overseas, for the purpose of gaining an illegal advantage.
ITOCHU Group Anti-Corruption Policy
1. ITOCHU Group Anti-Corruption1 Policy
The ITOCHU Group ensures the implementation of the compliance principles, that is, legal compliance, and recognizes that it must continue to be an organization with acceptable standards in a modern society. We have no tolerance for any gain obtained through illegal means.
To address the risk of bribery and corruption, the ITOCHU Group has established rules that cover, among others, application and approval procedures and recording methods. These rules describe behaviors that are commonly found in scenarios where bribery or corruption take place, and instruct the strict observance of those rules. The rules were established based on “Regulations Concerning the Prohibition of Giving Illicit Benefit,” as well as four related guidelines about public officers, foreign public officers, business partners, and investments generally.
[ITOCHU Group Anti-Corruption Policy]
- No money, entertainment, gifts, or anything of value shall be given to any public or quasi-public official inside or outside of Japan, to obtain illicit gains.
- No money, entertainment, gifts, or anything of value shall be given to any director, officer or employee of any private entity, to obtain illicit gains.
2. Requests for All Partners
In order for the ITOCHU Group to implement the above anti-corruption policies, the ITOCHU Group requires the cooperation of all of its business partners and investment partners. When engaging with business partners, co-investors and targets of investments (collectively “Partners”), the ITOCHU Group is required by its internal rules to conduct due diligence on, and to enter into contracts containing anti-bribery provisions with such Partners.
On behalf of the ITOCHU Group we thank you for your understanding and cooperation.
April 1, 2020
Chairman & Chief Executive Officer
1Corruption: Making use of a position of power or authority for personal profit, including acts such as embezzlement, fraud, and money laundering.
The U.S. Foreign Corrupt Practices Act (U.S. FCPA) and the U.K. Bribery Act 2010 are evidence of the global trend towards the tightening of legislation against bribery. In line with this trend, ITOCHU Corporation has strengthen its determination to fight these corrupt practices and strictly operates within the framework of the Regulation Concerning the Prohibition of Giving Illicit Profit and its three related guidelines (ie, guidelines regarding public officers, agents and consultants, and foreign public officers). Accordingly, our internal rules prohibit all employees from giving any improper advantage to Japanese or foreign civil servants or people in equivalent positions. In December 2015, we revised “The guideline regarding agents and consultants” which is now part of “The guideline regarding business partners”. In this revised guidelines we have expanded its scope of application, and intensified the measures to fight corruption by establishing an investment guideline, which is designed to carefully check investment projects from the perspective of risk of bribery.
“The Regulation Concerning the Prohibition of Giving Illicit Profit” specifically forbids any payment (regardless of the amounts of money) aimed to facilitating ordinary administrative services and any other improper advantages it prohibits; and commercial bribery, which covers any improper advantage given to business partners in the private sector. Our internal rules also prohibit officers and employees from receiving improper advantages from business partners in the private sector, deeming such acts to be a mix of business with personal affairs (eg, conflicts of interest).
“The guidelines regarding public officers and foreign public officers” include guides for decisions and judgments on business entertainment and gift-giving to public officers and foreign public officers, under which we review cases on an individual basis.
“The guideline regarding business partners” clarifies the process for comprehensive checks and stipulates the process of entering into new contracts and renewals of existing contracts with business partners who will provide services to ITOCHU Corporation (including agents and consultants). Concerning overseas business partners, we use the Corruption Perceptions Index (CPI) published by Transparency International as one of our risk identification criteria.
In contracts where there is a possibility to contain a risk of bribery, including ones with business partners, we include an article prohibiting bribery, setting out the prohibitions of improper payments (bribery or the provision of improper advantages) and clearly stating that such contracts may be terminated immediately if the anti-bribery and anti-corruption provisions are breached.
“The investment guideline” includes specific provisions on the implementation of due diligence and procedures to obtain the confirmation letter from the viewpoint of preventing corruption, which are to be used for deliberations on investment projects.
In the training provided to officers, employees and others, we strive to raise awareness and instill ITOCHU Group Anti-Corruption Policy, the Regulation Concerning the Prohibition of Giving Illicit Profit and four related guidelines. We make sure that the regulation and guidelines are reflected in our personnel daily work to prevent corruption, including the provision of improper advantages. We also provide specialized training on bribery for organizations for which there is a possibility of involvement in businesses or regions where the risk of bribery is particularly high. We also manage our political contributions, charities, and sponsorship activities by referring to internal rules to ensure that they do not constitute corruption, and by following our internally specified routes of application for the approval of donations and sponsorship to ensure that such activities are socially just and meet ethical standards.
The annual Monitor & Review surveys—which are mentioned in the ITOCHU Group’s Compliance System above—include checks on business-related entertainment and gift-giving to both domestic and foreign public officials; as well as on the appointments and renewals of contracts with agents and consultants by organizations within ITOCHU Corporation, overseas offices, and companies subject to compliance management.
In FYE2023 there were no cases in which the ITOCHU Corporation was accused of acts of corruption, and no fine or administrative penalty charge was paid.
Measures to Fight Collusive Bidding and Cartels
In recent years, there have been many reports of suspected cartel activities in markets around the world. In response, to prevent involvement in any illicit transactions, ITOCHU Corporation has established the Basic Regulations in compliance among others with the Antimonopoly Act, and established subordinate regulations consisting of the Standard on Prevention of Cartels and Collusive Bidding, the Guidelines for Compliance with the Antimonopoly Act in Competition Between Multiple Organizations, and the Guidelines on Compliance with the Antimonopoly Act in Relation to Price Pass-Throughs. We have also established an Antimonopoly Act Compliance Manual, and the easy reference documents “A Must-Read! 51 Q&A about the Antimonopoly Act” (the last revision was published in August 2017) and “The 29 Frequent Misunderstandings about the Antimonopoly Act.” We also took further measures to ensure that all employees are made aware of the Antimonopoly Act compliance requirements, through various Monitor & Review surveys and training programs as well as the Antimonopoly Act Desk in the Legal Division which was set up to cater for queries from our employees.
Policy and Basic Concept
ITOCHU Corporation and its subsidiaries (“the ITOCHU Group”) have established the ITOCHU Group Tax Policy, which represents its basic attitude and code of conduct towards tax practice, and strive to maintain and improve tax compliance by complying with the Policy. It is committed to fully comply with and follow the significance and spirit of all applicable Tax Rules, not to engage in transactions that are intended to evade taxes such as shift of income from jurisdictions with economic activities and value creation to tax havens, and to make appropriate tax payments.
ITOCHU Group Tax Policy
The ITOCHU Group has established a Basic Policy to comply with all applicable tax laws, rules, regulations, and tax treaties (collectively, “Tax Rules”) of each country and region where the ITOCHU Group conducts business. The ITOCHU Group is committed to uphold the interests of all its stakeholders, including all of the local communities in countries and regions where the ITOCHU Group conducts business, as well as the ITOCHU Group’s shareholders, creditors, business partners, and employees.
1. Basic Policy - Compliance with Tax Rules
The ITOCHU Group is committed to manage its business operations fully complying with and following the significance and spirit of all applicable Tax Rules, not to engage in transactions that are intended to evade taxes, and to make appropriate tax payments based on income earned from its business activities.
2. Tax Cost Management
In accordance with the Basic Policy, the ITOCHU Group strives to achieve effective tax cost management by eliminating double taxation and utilizing the favorable Tax Rules of each country or region.
3. Establishing and Maintaining Relationships of Mutual Trust and Fairness with Tax Authorities
The ITOCHU Group strives to disclose information in an accurate, timely and appropriate manner to ensure overall transparency of the ITOCHU Group’s tax matters and to establish and maintain a relationship of mutual trust and fairness with all tax authorities by making sincere response and engaging in constructive discussions, to ensure proper and fair taxation.
Established in December 2017
Revised in April 2023
Structure and System
ITOCHU CFO supervises the General Accounting and Control Division of ITOCHU, which is responsible for overall tax management including tax risk management, and oversees the appropriate tax payments. ITOCHU CFO also reports to the Board of Directors on the status of the execution of duties related to tax matters.
Executive Officer in charge:
Tsuyoshi Hachimura, Member of the Board, Executive Vice President CFO
In accordance with the ITOCHU Group Tax Policy, the ITOCHU Group sets forth the basic action items to be performed and standards for business operations in the ITOCHU Group Tax Rules, and to appropriately implement the Rules, ITOCHU CFO has been appointed as the person ultimately responsible for Rules throughout the entire group, and General Manager of General Accounting Control Division of ITOCHU has been appointed as the person responsible for the management and the operation of the Rules throughout the entire group. In order for the ITOCHU Group to make appropriate tax payments, each department of the ITOCHU Group, in accordance with the Rules, acquires necessary tax knowledge, considers appropriate tax treatment of transactions, and makes appropriate tax filings.
Measures for Intellectual Property
To prevent infringements on intellectual property rights held by third parties in businesses directly affecting such rights, as well as in the ordinary course of business, ITOCHU implements measures to call attention to the issue by holding seminars for officers and employees and by establishing internal rules, regulations and manuals, that conform to applicable laws and regulations. We also define and apply internal rules to protect employees’ inventions and work, and rules for application, renewal, etc. of rights to properly manage and handle intellectual property rights that constitute property of the companies.
Basic Policy on Product Safety
ITOCHU Corporation has prepared a product safety manual for each internal company to assure safety. The manuals are based on its policy of observing obligations stipulated by laws related to the safety of the products it handles, and providing safe and secure products to its customers. We are going to continue with efforts to assure the provision of safe and secure products through in-house education, institution of ad-hoc units assigned to product safety, establishment of information relay routes, and response in the event of product accidents, while revising arrangements in these aspects as necessary.
Measures for Comprehensive Import and Export Control
To ensure appropriate and efficient trading, which is the main pillar of our activities as a general trading company, ITOCHU Corporation is continuously enhancing and improving its import and export controls. The Japanese government maintains strict trade-security under the Foreign Exchange and Foreign Trade Act in order to prevent the proliferation of weapons of mass destruction and conventional weapons. We have implemented a strict internal comprehensive trade-security control program so as to observe laws and regulations. Our internal program covers not only Japanese laws and regulations but also global security risks such as U.S. sanctions to ensure that we do not take part in business transactions that threaten international peace and security. Accordingly, ITOCHU recognizes that, as a responsible member of the global business community, we need to manage carefully potential risks associated with business operations in certain locations. In response to the growing importance of the corporate governance associated with global security risk, we have implemented corporate policies, procedures, and internal reporting structures to ensure that we perform rigorous, security-minded due diligence for global projects and transactions. The Compliance Program of ITOCHU is annually submitted to the Ministry of Economy, Trade and Industry of Japan as a company that has developed export control and an excellent management system. In addition, to properly conduct customs procedures for import and export, including import (payment of customs duty) declaration, we conduct internal customs examination (monitoring), provide training for clearing and customs valuation control, and take a host of other measures under the internal control/management provisions and regulations, thereby ensuring full compliance with customs procedures, etc. We have also been providing information needed for developing new businesses, by providing training on Economic Partnership Agreements (EPAs), which will be used more widely by sales sections in the future. These measures have led to the director-general of Yokohama Customs certifying ITOCHU as an Authorized Economic Operator (AEO) (both Authorized Exporter and Authorized Importer), a title given to operators with outstanding compliance systems and security control.
Basic Policy and Efforts against Antisocial Forces
ITOCHU Corporation makes it a basic policy to block any relationship or transaction with anti-social forces that threaten public order and safety. ITOCHU has established and strengthened the internal systems necessary to achieve this by providing education and awareness-raising activities to officers and employees on a regular basis and ensuring prior confirmation that counterparties of transactions do not fall under anti-social forces such as full investigation of new transactions.
Insider Trading Regulations
To prevent violations of insider trading regulations by its officers and employees, ITOCHU Corporation has established internal rules regarding the restriction of insider trading and conducts regular training, so as to ensure due compliance with these rules. In particular, we operate the Guidelines regarding the Reporting and Management of Insider Information, for handling important facts obtained from investment portfolio companies and transaction partners / suppliers (or other entities with which ITOCHU has a capital or contractual relationship.)
Perspectives on Information Management
ITOCHU Corporation has formulated “Information Security Policy” for all members of the board and employees to provide guidance on how to handle information with high security level. Also, in order to manage information required for business management activities properly, we formulated “IT Security Management Policy” for all officers and employees, which is a code of conduct for information handling. More specifically, we have determined rules and standards on personal information management, document management, and IT security; and we are striving to prevent the leakage of personal information and other confidential information. We have also established a management system for complying with the My Number Act (Japanese law regulating personal identification within Japan).
Monitor & Review Surveys on Personal Information Management
The ITOCHU Group regularly conducts Monitor & Review surveys of ITOCHU Corporation and companies subject to compliance management, under the supervision of the Corporate Planning & Administration Division, IT & Digital Strategy Division, and the Legal Division. In the eleventh survey, which was conducted in FYE2022, the personal information management systems of ITOCHU Corporation and 136 companies subject to compliance management were checked from October to November 2021. Based on the results of the checks, we are determined to persist with the activities to encourage continued improvements at ITOCHU Corporation and its Group companies. At the same time, we have established a system and a support system for our operations using the advice and assistance of external lawyers.
Response to Violations
If an act in violation of the above policies or rules (including policies and rules designed to prevent corruption) is confirmed, we take corrective action, including an investigation into the cause, and we will see to improve the education and training of those involved in the act, as well as related individuals. At ITOCHU Corporation, we also consider disciplinary action against officers and employees who have been involved in any violation of laws (including bribery), with the aim of imposing harsh penalties when deemed appropriate as a result of internal investigations. There were no cases of serious compliance violation requiring external disclosure (including cases relating to the handling of customers’ personal information.)