Compliance and Integrity
Policies and Basic Approach
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 our pursuit of compliance, we recognize that it is essential not only to comply with laws and regulations but also to behave and act with integrity.
In order for the Mitsui & Co. global group to continue to be a truly trustworthy corporate group for society, we make serious efforts to ensure that all officers and employees are aware of the importance of compliance and that they act with integrity, while preventing compliance violations by maintaining our status as an organization with integrity on a global group basis.
Mitsui & Co. Group Conduct Guidelines—With Integrity
While each Mitsui & Co. group company has individually established its own business conduct guidelines based on its specific business activities, we drew up the Mitsui & Co. Group Conduct Guidelines—With Integrity in November 2018 to further clarify the basic approach toward integrity and compliance that had been shared on a global group basis. Going forward, we will reflect the management philosophy and business conduct guidelines of each group company in these guidelines. We will continue to respond to the trust placed in us by society with good faith and sincerity, with each group employee putting these guidelines into practice in their day-to-day work.
These guidelines were reviewed and revised in November 2019 with a particular focus on enhancing items on human rights. We will continue to review and revise these guidelines in accordance with changes both within and outside our company.
Mitsui & Co. Group Conduct Guidelines—With Integrity
Five Key Principles
- 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.
- We will respect the individuality and diversity of every employee, and foster a culture of open-mindedness.
- We will engage in fair business practices, and respond to the trust placed in us by society with good faith and sincerity.
- We will place value on the global environment, and contribute to the realization of prosperity and a high quality of life for society.
- 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. ("Business Conduct Guidelines")" specify how every Mitsui employee and officer should act in their 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 and gain the trust of our stakeholders. They have been revised multiple times since their establishment in February 2001 to reflect the changing environment. 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. The Business Conduct Guidelines are created and used in both English and Japanese and we require that all employees (including seconded employees, contract employees, contract employees seconded from other companies, and dispatched employees) of Mitsui & Co. (including Head Office, offices and branches in Japan, and overseas trading subsidiaries) pledge to comply with the guidelines every year. Likewise, each of our group companies has formulated and implemented its own individual business conduct guidelines, based on the Business Conduct Guidelines, in a way that is best suited to its specific business activities. We have also established business conduct guidelines in our overseas business locations in a way that reflects the local laws, regulations and customary practices of each country and region.
Business Conduct Guidelines for Employees and Officers
- Compliance with the Law and Integrity
- Respect for Human Rights and Diverse Cultures
- Office Environment and Harassment
- Compliance with Antitrust Laws, etc.
- Conflicts of Interest between Employees and the Company
- Gifts and Favors
- Treatment of the Company's Information
- Compliance with Procedures for Export and Import and Other Applicable Laws
- Company Funds, Financial Reporting, and Meeting Tax Payment Obligations
- Political Donations and Other Contributions
- Social Contribution
- Protection of the Environment
- Action against Antisocial Groups
- Reports and Sanctions
Formulated in January 2001
Revised in November 2019
President and Chief Executive Officer
Goals and Targets
- Raising integrity awareness among all officers and employees, including ensuring compliance.
- Organizational revitalization and reputational improvement through initiatives to raise integrity awareness.
Sustainability Governance and Oversight
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 Compliance Supervising Officers appointed in each of Mitsui's units and offices in Japan and overseas. In the fiscal year ended March 2021, Compliance Administrators were appointed at each business unit to aid in the fulfillment of duties by Compliance Supervising Officers. At a working level, Compliance Administrators also accelerate activities to raise awareness of integrity and compliance within a business unit, as well as activities to develop and reinforce compliance frameworks at each affiliated company supervised by said business unit.
The Compliance Committee was established as a forum for discussing topics relating to compliance. As the development of a compliance framework is becoming ever more important, we increased the number of Compliance Committee meetings from the fiscal year ended March 2019. We also added two business unit COOs as committee members to facilitate discussions that reflect the situation on business frontlines, resulting in active discussions. With the participation of external attorneys, the Compliance Committee discusses action plans for improving our compliance framework based on various compliance-related matters that have been reported. Minutes of committee meetings are released on the company intranet.
The Board of Directors provides an oversight function, supervising the operation of the compliance framework and other related matters on a global group basis, and, in principle, the CCO reports to the Board of Directors twice a year regarding the framework's operational status, as well as the results of deliberations at Compliance Committee meetings. The Board of Directors actively discusses key measures to be taken going forward. When 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.
Mitsui & Co. group CCO meetings, in which CCOs of Mitsui and affiliated companies in Japan participate, and overseas office CCO meetings are held regularly in order to realize the active exchange of information and opinions about best practice and other related matters, thereby strengthening the compliance framework on a global group basis.
In the event of a compliance violation or a risk thereof, the corresponding Compliance Supervising Officer (such as the business unit COO) and Compliance Administrators will take the lead in responding to the situation, identifying the causes, formulating recurrence prevention measures, and then reporting to the CCO. In some cases, the Compliance Department of the Legal Division will take action 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.
Compliance Organization Chart
We have established eight channels for reporting or consulting about compliance-related matters within or outside an employees' direct reporting line, including external attorneys and independent organizations (contact can be made anonymously). These channels are available for all officers and employees of Mitsui, as well as contract employees, and officers and employees at companies to which we entrust work who have engaged in or are engaging in such work. Contact can be made via telephone, email, fax, letter, or other means (channels are open 24 hours a day, except for telephone channels).
Channels for Reporting/Consulting about Compliance-Related Matters
We believe that even if a detailed, fine-tuned compliance program has been formulated, the effectiveness of this framework cannot be enhanced without management executives taking the lead in compliance-related initiatives. For this reason, the President & CEO, CCO, and other executives proactively engage in awareness-raising activities and send messages to employees continuously and repeatedly on the importance of integrity and compliance. In particular, we carry out With Integrity Month activities every November in order to continue raising awareness of the importance of integrity. Specific measures include the promotion of integrity awareness through the CCO Blog and other media, and the fostering of a "speak up" culture in which people do not hesitate to speak up when they feel that something is going wrong. We also steadily implement compliance awareness surveys, share information about compliance violations, and take steps to prevent recurrences. Other initiatives focus on thorough management on the business frontline, the reinforcement of control over operational processes, and the promotion of human resource mobility. We also provide various types of training and e-learning programs.
Mitsui aims to achieve continual improvement by remaining focused on society's expectations. We also recognize the importance of continually assessing risks relating to our business activities and reviewing our compliance-related measures based on the results of those assessments. Each year, we use the results of compliance awareness surveys, the content of discussions by the Compliance Committee and the Board of Directors, exchanges of views with compliance liaison managers in each organization, and feedback from outside assessment bodies to verify the effectiveness of measures implemented in the previous fiscal year and identify issues. Findings from this process are used in the formulation of activity plans for the next fiscal year.
Compliance Education and Training
Mitsui implements a variety of compliance education and training programs to deepen employees' compliance awareness and disseminate essential knowledge and information about compliance.
In the fiscal year ended March 2021, we provided a total of 50 educational sessions for employees at all levels, from new entrants (including contract employees and dispatched employees) to managers, as well as for employees about to be transferred overseas or to group companies, or assigned outside the company. These sessions included compliance training, such as lectures on preventing violations of human rights and personal rights, and seminars and workshops on important laws and regulations in Japan and overseas. Training programs also include guidance on the procedures that staff members should follow when they receive reports or requests for advice about compliance violations, with the aim of creating an organization in which employees feel safe to speak up about such issues. During With Integrity Month held in November 2020, the President & CEO, the CCO, and all external directors delivered a video message about integrity to employees under the theme "Act with Integrity," inspired by Mitsui's management philosophy (Mission, Vision, Values). Other With Integrity Month programs included lectures conducted by external speakers and the streaming of a Compliance Committee meeting using web conferencing tools, providing officers and employees an opportunity to think about integrity together. Furthermore, in order to share the values of With Integrity with overseas subsidiaries and group companies in Japan and overseas, some programs have been translated into English and are available for streaming via the company intranet. In addition to these company-wide initiatives, individual organizational units also ran active programs that included seminars, information-sharing sessions, and discussions.
Moreover, we continued to provide an educational course based on a compliance handbook explaining the Business Conduct Guidelines for Employees and Officers of Mitsui & Co. The purpose of these activities was to promote the assimilation of basic compliance knowledge that officers and employees of Mitsui should possess in order to perform their day-to-day tasks.
Mitsui also maintains an active compliance training program for officers and employees of group companies. We distributed the Mitsui & Co. Group Compliance Handbook in response to requests from subsidiaries and group companies in Japan and also provided an e-learning platform to allow the distribution of our own teaching materials and the implementation of an online test similar to the one used for Mitsui employees. Overseas offices and group companies also implement compliance education and training programs that reflect local regional characteristics.
Efforts to Ensure Compliance with Applicable Competition Laws
We regard compliance with competition laws in 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, applicable competition laws. In particular, with respect to the prevention of cartels, we established and enacted our Code of Conduct in Relation to the Prevention of Cartels as a sub-standard of the Business Conduct Guidelines for Employees and Officers of Mitsui & Co. 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 applicable competition laws and raised awareness among all of our officers and employees of compliance requirements. We also work to ensure that compliance with applicable competition laws is achieved on a global group basis by each Mitsui & Co. group company by carrying out education and training on 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 their applicable jurisdictions as an important issue for our corporate management. The Mitsui & Co., Ltd. Anti-Corruption Policy, which was published in December 2016, defines Mitsui's comprehensive framework and initiatives for preventing all forms of bribery and corruption (including facilitation payments). When examining new business projects, due diligence is carried out based on this policy, particularly 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 for managing business entertainment for public officials, as well as rules on the appointment of third parties, such as sales agents, and have also been conducting various kinds of education and training. Furthermore, we have been implementing education and training related to anticorruption laws at Mitsui's consolidated subsidiaries in Japan and overseas as well, promoting the development and operation of an anti-corruption framework that conforms to Mitsui's own framework.
The Board of Directors oversees the administration of the compliance framework on a global group basis, including compliance with the Mitsui & Co., Ltd. Anti-Corruption Policy.
Rules on the Appointment of Agents
If necessary, we appoint third parties, including agents, advisors, or consultants (hereinafter "Agents"), to assist us in advancing business, such as domestic and overseas bids or projects. To prevent these Agents from bribing public officials or persons in a similar position, we have established rules on the appointment of Agents as set forth below.
- To ensure appropriate management of the appointment of Agents, members of the top management of each of our business units, such as the chief operating officer, are obligated to appoint trustworthy Agents based on an accurate understanding of the actual circumstances surrounding such Agents. This understanding can be gained through checklists (including items such as whether the Agent is an individual or corporation, whether the amount of remuneration to be paid to the Agent is reasonable and consistent with market value, and an assessment of the Agent's reputation), materials such credit investigation reports, and other means.
- We have established and use guidelines regarding the appointment of Agents which stipulate that contracts with Agents should include appropriate content, such as anti-corruption clauses.
The Mitsui group considers the payment of taxes to be one of its basic and important social responsibilities as a corporate entity. We are committed to complying with all applicable laws, rules and regulations and to following the spirit of the law in meeting our tax obligations appropriately in our operational countries. To enhance tax transparency, the group discloses its global tax management policy and tax governance structure.
Compliance Awareness Survey
Each year we conduct a Compliance Awareness Survey to ascertain the level of compliance awareness of officers and employees at our Head Office and offices in Japan. Surveys are also conducted at overseas offices and group companies as required. The results are used to formulate and implement various policies.
Please scroll horizontally to look at table below.
|FY Mar/2019||FY Mar/2020||FY Mar/2021|
|(1) Do you think that there is good workplace communication, and that you can easily talk about compliance matters with your line managers, colleagues, and team members?||92.7%||93.2%||93.7%|
|(2) Do you think that the company is serious about promoting the use of the whistleblowing system?||92.5%||92.7%||94%|
|(3) If you became aware of a compliance issue, would you use the whistleblowing system to report the matter or seek advice?||81.8%||80.9%||80.1%|
In relation to the third question, 44.5% of respondents stated that the reason they have not used the system was because they were able to discuss issues within their workplaces. In addition to creating workplaces that facilitate open-minded communication, we will continue fostering a "speak up" culture so that everyone can feel safe to use the whistleblowing system, when necessary.
We identify lessons from compliance-related matters that occur within the Mitsui & Co. group and develop recurrence prevention measures. Information about such matters that could be useful as reference for the development of compliance systems is shared across our entire group.
As in the previous fiscal year, we held the Mitsui & Co. group CCO meeting, attended by the CCOs of Mitsui and its affiliated companies in Japan, which included seminars and group discussions about the whistleblowing system. We also work to ensure consistent compliance at a group level through visits to key affiliated companies to identify issues affecting each company, and to provide advice about the development and administration of autonomous, self-sufficient compliance programs.
In the fiscal year ended March 2020, we aimed to further accelerating these initiatives by formulating our Guidelines on the Establishment of a Compliance System at Affiliated Companies, which comprises a foundation of compulsory rules and principles that are required for the development of a compliance framework at an affiliated company. These guidelines are used to deepen discussions at Board of Directors meetings and other such occasions at respective affiliated companies in Japan so that each company can continue to strengthen its compliance framework based on its own issues and tasks.
Facilitating Communication and Fostering a "Speak Up" Culture
We believe that the essence of compliance lies in the development of an open working environment that reflects our management philosophy and values, so that problems can be prevented through smooth communication. Should problems occur, a report must be made to line managers or those in charge immediately so that appropriate action can be taken in a timely manner. In addition to management executives continually disseminating the message that discovering problems at an early stage is important and speaking up about issues will lead to improvement in the company, we further enhanced the transparency of whistleblowing processes and confidence in the system by posting a video entitled "Speak up when you think something is wrong!" on the intranet for officers and employees. The video explains Mitsui's whistleblowing system, including the various channels for reporting and consulting about issues, as well as the investigation process after an issue is reported. In this way, Mitsui is actively fostering a culture in which people speak up when they become aware of issues.
Preventing the Disadvantageous Treatment of Whistleblowers
The most important way to ensure that the whistleblowing system is used effectively is to prevent any form of retaliation against or disadvantageous treatment of whistleblowers. With regard to this point, in our rules for the whistleblowing system we thoroughly ensure that information which could be used to identify a whistleblower is kept confidential, whether it be through anonymization or nondisclosure, and prohibit such actions against whistleblowers. Additionally, we specifically stipulate that any person engaging in retaliation against or disadvantageous treatment of a whistleblower could become subject to disciplinary action. In March 2021, we promoted further measures to encourage speaking up by expanding the scope of people who can use the system in accordance with revisions to Japan's Whistleblower Protection Act, and by ensuring the rules are kept up to date, including relaxing conditions required to make a report to make it easier in situations where a whistleblower is not sure if a compliance violation has been made or not.
Response after Whistleblowing
Reports are submitted to the CCO via the Compliance Dept. of the Legal Div., and any investigations required are carried out under the supervision of the CCO. We analyze whether or not a compliance violation actually occurred based on these investigations, and then formulate measures to prevent reoccurrence and take remedial action in accordance with directions and approvals given by the CCO. Whistleblowers can request feedback on the investigation results. Once a certain period of time has passed since the relevant actions were taken, we check whether there were any acts of retaliation against the whistleblower.
For our group companies in Japan, we have created a process for ensuring that employees feel that it is safe to report and consult about issues, by (1) making the use of external law firms and third-party organizations designated by Mitsui available as external reporting and consulting channels, and (2) monitoring the actions of group companies and providing guidance to ensure that whistleblowing systems are properly established and administered. For overseas offices and group companies, regional Compliance Supervising Officers lead the development of whistleblowing channels, while also ensuring that these systems reflect local laws and regulations, as well as specific local customs in each country.
Furthermore, Mitsui has introduced the Global Group Hotline, a special whistleblowing hotline for reporting and seeking advice regarding cases that breach the anti-trust (monopoly) laws or anti-corruption laws of Japan or other countries, or cases that give rise to suspicion of such breaches. Under the system, which is accessible in six languages including Japanese and English, the Compliance Department of the Legal Division at Head Office acts as a unified channel through which to receive whistleblowing reports from overseas trading affiliates, and other subsidiaries in Japan and overseas. Officers and employees of group companies are also able to make reports or seek advice directly through Mitsui's whistleblowing system when the issues are related to officers and employees of Mitsui or when the issues could have a serious impact on the Mitsui & Co. group.
Enquiries from other external stakeholders and members of the public can be made through the Contact Us page of the Company's website.
Number of Whistleblowing Reports
A total of 29 whistleblowing reports were submitted directly to the Compliance Department of the Legal Division or through external channels in the fiscal year ended March 2021. The subjects of these reports included harassment, breaches of internal rules, and embezzlement.
Please scroll horizontally to look at table below.
|FY Mar/2019||FY Mar/2020||FY Mar/2021|
|Number of whistleblowing reports||51||20||29|
Status of Compliance Reports
We believe that if employees report or consult about compliance-related matters at an early stage, we can take action to mitigate problems, ultimately leading to the prevention of compliance violations. We therefore encourage officers and employees to report potential issues early, even if they are not certain that compliance violations have occurred.
In the fiscal year ended March 2021, 1,247 reports were made in relation to compliance at Head Office, offices in Japan and overseas, and affiliated companies. None of these matters had a material effect on the business of Mitsui or its affiliated companies. Furthermore, 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.