Compliance & Integrity
Mitsui & Co. considers a sound reputation to be the foundation of business, and recognizes that compliance is the prerequisite for maintaining our reputation and trust from society.
In order for the Mitsui & Co. global group to become a truly trustworthy corporate group for society, we make serious efforts to heighten awareness among all officers and employees of the importance of upholding "Integrity" and to build a global-group compliance framework. "Integrity" here means more than compliance with laws, regulations and rules, and it refers to an employee's ability to act honestly and ethically with a high degree of dignity and respectability, to use good judgment in connection with his/her business activities, and to behave with common courtesy and in accordance with business ethics and social norms.
Building a Better Compliance Framework
Mitsui & Co. Group Conduct Guidelines
Each of the Mitsui & Co. Group companies has individually established its own business conduct guidelines based on its specific business activities. To further clarify our basic approach toward integrity and compliance on a global group basis, in November 2018, we have put together the Mitsui & Co. Group Conduct Guidelines to be shared by Mitsui & Co. and Mitsui & Co. Group companies. By each of us putting these guidelines into practice in our day-to-day work, with the Five Key Principles as guideline core elements, the Mitsui & Co. Group will continue to respond to the trust placed in us by society with good faith and sincerity.
Mitsui & Co. Group Conduct Guidelines
Five Key Principles
- 1.We will comply with laws and regulations, and act to the highest ethical standards. We will respect human rights and never engage in discrimination of any kind.
- 2.We will respect the individuality and diversity of every employee, and foster a culture of open-mindedness.
- 3.We will engage in fair business practices, and respond to the trust placed in us by society with good faith and sincerity.
- 4.We will place value on the global environment, and contribute to the realization of prosperity and a high quality of life for society.
- 5.We will speak up with courage when we have doubts or feel that something is wrong, for the good of the company.
Business Conduct Guidelines for Employees and Officers
The "Business Conduct Guidelines for Employees and Officers of Mitsui & Co., Ltd." specify how every Mitsui employee and officer should act in his or her daily activities, from the perspective of compliance with laws and regulations, internal rules, and corporate ethics. The Business Conduct Guidelines help us fulfill our corporate social responsibility (CSR) and gain the trust of our stakeholders. They have been revised from time to time since their establishment in February 2001, to reflect the changes of the times.
To ensure that all our employees develop a proper understanding of the Business Conduct Guidelines and to review the effectiveness of these guidelines, we implement training and e-learning courses on a regular basis under the supervision of the Board of Directors, and at the same time, we require that all employees make a pledge to comply with the Business Conduct Guidelines.
Business Conduct Guidelines for Employees and Officers
- 1.Compliance with the Law and Integrity
- 2.Respect for Human Rights and Diverse Cultures
- 3.Office Environment and Harassment
- 4.Compliance with Antitrust Law, etc.
- 5.Conflicts of Interest between Employees and the Company
- 6.Gift and Favor
- 7.Treatment of the Company's Information
- 8.Compliance with Procedures for Export and Import and Other Applicable Laws
- 9.Company Funds, Financial Reporting and Meeting Tax Payment Obligations
- 10.Political Donation and Other Contributions
- 11.Social Contribution
- 12.Protection of Environment
- 13.Action against Antisocial Group
- 14.Report and Sanction
Business Conduct Guidelines for Employees and Officers
The Compliance Department of the Legal Division leads compliance-related initiatives on a global group basis under the direction and supervision of the Chief Compliance Officer (CCO) and in collaboration with the Compliance Supervising Officers appointed in each of Mitsui's business units, and branches and offices in Japan and overseas. The objectives of these efforts implemented on a Mitsui & Co. global group basis are to: (i) heighten compliance awareness, (ii) improve and strengthen compliance programs, and (iii) respond to specific compliance-related matters as they arise.
In addition, the Compliance Committee has been established as a forum for discussing topics relating to compliance. As the development of a compliance framework is becoming ever more important, we have increased the number of the Compliance Committee meetings since the fiscal year ended March 2019. We also reviewed the composition of committee members, and added two business unit COOs as committee members to facilitate discussions that reflect business frontline aspects. With the participation of external attorneys, the Compliance Committee discusses action plans for improving the compliance framework based on various compliance-related matters that have been reported. The minutes of the committee meetings are released on the company intranet.
The Board of Directors has a function of supervising the operation and other related matters of the compliance framework on a global group basis, and, in principle, the CCO reports to the Board of Directors twice a year on the operational status of the compliance framework, as well as the results of deliberations at the Compliance Committee meetings. The Board of Directors actively discuss key measures to be taken going forward. In formulating the Mitsui & Co. Group Conduct Guidelines "With Integrity," external directors and Audit & Supervisory Board members made specific suggestions and comments in relation to the content of the guidelines and awareness-raising activities, and those suggestions and comments have been reflected in the guidelines.
In addition, Mitsui & Co. group CCO meetings, in which CCOs of Mitsui and its affiliated companies in Japan participate, and overseas office CCO meetings, are held regularly in order to actively exchange information and opinions about optimum initiatives and other related matters, thereby strengthening the compliance framework on a global group basis.
In the event of a compliance violation, or a risk of a compliance violation, the corresponding Compliance Supervising Officer such as the COO of business unit, will take the lead in responding to the situation, identifying the causes and formulating recurrence prevention measures, and then report to the CCO. In some cases, the Compliance Department of the Legal Division will take actions under the leadership and supervision of the CCO. Procedures have been stipulated in advance for the establishment of Crisis Response Headquarters under the direct supervision of the President & CEO to ensure timely and appropriate decision-making on crisis response measures.
We are taking various measures to prevent compliance violations. Specific measures include cultivating an integrity mindset by raising awareness of Mitsui & Co. Group Conduct Guidelines and CCO messages, fostering a culture of speaking up when there is any doubt, conducting Compliance Awareness Surveys, preventing recurrence by sharing examples of compliance violations, ensuring thorough supervision at workplaces, strengthening business process controls, promoting the rotation and fluidity of personnel, and providing various compliance-related training programs and e-learning courses. We are steadily implementing those initiatives on an ongoing basis in order to prevent the occurrence of any misconduct.
Efforts to Ensure Compliance with Applicable Competition Laws
We regard compliance with the competition laws in the applicable jurisdictions as an important issue for our corporate management, and we provide various manuals and hold regular seminars to ensure that all officers and employees are informed of, and comply with, the applicable competition laws. In particular, with respect to the prevention of cartels, we established and enacted the "Code of Conduct in relation to the Prevention of Cartels", as a sub-standard of the "Business Conduct Guidelines for Employees and Officers" in November 2018. By presenting a specific code of conduct in relation to the prevention of cartels, we have clarified our stance on ensuring compliance with the applicable competition laws and raise awareness among all of our officers and employees of the compliance requirements. In addition, we also work to ensure that compliance with the applicable competition laws is achieved on a global group basis by each of the Mitsui & Co. group companies, by carrying out education and training on the applicable competition laws while taking into account the characteristics of each respective region.
Initiatives to Prevent Corruption
We also regard compliance with anti-corruption laws in the applicable jurisdictions as an important issue for our corporate management, and have published the Mitsui & Co., Ltd. Anti-Corruption Policy in December 2016 in relation to Mitsui & Co.'s comprehensive anti-corruption framework and initiatives. When examining new business projects, due diligence is carried out based on this policy, in particular, for projects that are deemed to have a high risk of corruption. In addition, in order to ensure that all officers and employees comply with anti-corruption laws, we have established rules on the management of business entertainment for public officials, as well as rules on the appointment of sales agents, and have also been conducting various kinds of education and training. Furthermore, we have been implementing education and training related to anti-corruption laws at Mitsui & Co.'s affiliated companies in Japan and overseas as well, promoting the development and operation of an anti-corruption framework which conforms to Mitsui & Co.'s own framework.
The Board of Directors oversees the administration of the compliance framework on a global group basis, including the handling of issues related to the Mitsui & Co., Ltd. Anti-Corruption Policy.
Effective Education and Training
Mitsui provides employees with a wide range of compliance training programs to promote a high degree of awareness of business ethics throughout the company and to ensure that all employees have the necessary skills and information available to them to ensure that work practices remain in compliance.
In the fiscal year ended March 2018, we provided such training for employees at all levels, including new employees and line managers, as well as for our employees being transferred overseas or being seconded to group companies, and also held seminars on important laws and regulations of Japan and other countries. In particular, for staff in managerial positions, we have conducted seminars on harassment issues using past cases as examples in order to prevent occurrence of any harassment. We also provide an extensive program of compliance training for officers and employees of group companies. In November 2017, we conducted "Compliance Review Week", in which we held a seminar about compliance issues that everyone might encounter, in addition to sharing information and exchanging opinions.
In addition, during the fiscal year ended March 2018, we provided lessons involving the Compliance Handbook for our employees, which explains the contents of the "Business Conduct Guidelines for Employees and Officers of Mitsui & Co., Ltd.", and also conducted online testing to ensure that employees in Japan who had not taken the test last year understand the Handbook's content. Through such activities, we are working to ensure that all management and employees have the compliance-related knowledge they need to conduct day-to-day business activities. Moreover, we distributed "Compliance Handbook for Mitsui & Co. Group Companies", which was newly prepared last year to domestic group companies upon request.
We also provide overseas offices and group companies specifically tailored compliance training that takes into account particularities of the regions in which they are located.
Compliance Awareness Survey
In order to understand the level of compliance awareness among officers and employees, we have conducted Compliance Awareness Surveys not only at Mitsui (non-consolidated), but on a global group basis, as needed. We utilize the survey results to address issues and implement a variety of measures to further promote compliance awareness.
In addition to the previously mentioned initiatives, we also visit individual key affiliated companies in order to ensure adherence to compliance at the global group level. By gaining a better understanding of compliance issues facing each company, we provide advice geared toward helping those companies autonomously design and implement compliance programs.
Throughout the fiscal year ending March 2019, we will strive to make compliance an integral part of daily work in our global group operations, by continuing to support group companies to help them develop and implement compliance programs more effectively, in order to instill the importance of compliance among their employees. For this, we will further deepen communication and information exchanges.
Facilitating Communication and Improving the Internal Whistleblowing System
We believe that the essence of compliance lies in the continual efforts to develop an open working environment which embodies our management philosophy and values and facilitates transparent and smooth communication within the Mitsui & Co. global group.
In case some problem arises, a report must be immediately made to one's superior or relevant persons, so that the problem can be properly addressed in a timely manner. Mitsui has established eight channels for raising compliance concerns, including internal reporting lines to external attorneys or third parties that promise anonymity. We have established the rules on a whistleblowing system which clearly stipulate that no employee will suffer any form of disadvantage for raising any compliance concern. Furthermore, we have made available to our group companies in Japan the use of Mitsui's designated external attorneys and third parties as their external reporting channels to ensure a system in which issues emerged in our group companies can be reported with a sense of security, through the appropriate establishment and operations of the whistleblowing system. Furthermore, at our overseas offices and affiliated companies, our regional Compliance Supervising Officers are taking the lead in developing reporting and consultation channels, also taking into consideration local laws and regulations, as well as specific local customary practices at each country.
Furthermore, Mitsui began the introduction of the Global Group Hotline, a special whistleblowing hotline for reporting and seeking advice regarding cases that breach the laws of Japan or another country regarding anti-trust (monopoly) laws or anti-corruption laws, or cases that give rise to suspicion of such breaches. Under the system that is being put in place, the Compliance Department belonging to Mitsui's head office Legal Division becomes a unified channel by which to receive whistleblowing reports from officers and employees of overseas trading affiliates, and other subsidiaries in Japan and overseas.
Status of Compliance Incidents
In the fiscal year ended March 2018, there were no cases where Mitsui received any legal sanctions or paid any fines or financial penalties due to violations of anti-bribery laws or anti-competition laws. The total number of compliance-related incidents (except for harassment and minor work-related accidents and labor-related issues) at its Head Office, domestic and overseas offices and affiliated companies that were reported in the fiscal year ended March 2018 was 604. However, none of them had a material effect on the management of Mitsui and its affiliated companies.