In order to enhance compliance, Our Group established the Compliance Committee chaired by the Representative Director (with regular meetings twice a year and extraordinary meetings as necessary). This committee conducts activities to prevent noncompliance issues. It will also give instructions about the measures to be taken in the event of a noncompliance incident and monitor the implementation of the measures. Important decisions made by the committee are reported to the Board of Directors through the Management Meeting, and an effective promotion structure has been established under the supervision of the Board of Directors.
In FY2025, the Compliance Committee met twice to report on and discuss issues such as responses to amendments to laws and regulations, compliance activities, improving the effectiveness of the whistle-blowing system at overseas Group companies, and the results of a compliance awareness survey targeting domestic employees and improvement activities based on the results.
Compliance Promotion SystemWe have established the Corporate Ethics Helpline as an internal reporting system through which employees and business partners can make inquiries and reports regarding compliance-related matters. We are continually raising awareness of the system through introducing it in training, distributing the internal intranet, putting up related posters and distributing portable cards.
We have set up points of contact internally (Compliance Committee Secretariat) and externally (at a private specialist company available in Japanese and English) to increase convenience, allowing people to consult and report even outside of working hours or on holidays. Anonymous consultations and reports are also possible, and we thoroughly protect whistleblowers so that they are not identified or subject to any disadvantage. The hotline accepts consultations and reports on all compliance violations, including harassment, or acts that may be considered compliance violations. The facts of the reports received are investigated, and if a problem is confirmed, it is dealt with promptly. In FY2025, we established external reporting points of contact for two companies that newly joined Our Group.
In addition to these efforts, we have worked to increase awareness of the internal reporting system and its effectiveness through measures such as publicizing the system through our monthly compliance newsletter and setting up a consultation desk for women. As a result, the number of consultations and reports is on the rise.
In FY2025, we received 125 consultations and reports, including those from group companies. These included issues related to harassment, labor, and company rules, and we promptly resolved or corrected any cases where problems were confirmed.
In addition, we have established a dedicated contact point for "job hunting harassment" targeting job seekers, which has been in operation since FY2026.
Also, each of our overseas Group companies has set up a point of contact, and we have grasped the results and verified the effectiveness of the internal reporting system across all companies. Combined with the results of the aforementioned domestic employee compliance awareness survey, an improvement in awareness and reliability of the internal reporting system throughout the Niterra Group has been confirmed.
Flow after report is received via the HelplineTo raise officers' and employees' awareness and knowledge regarding compliance, we are sharing and disseminating information through compliance promoters in each department, and we conduct level-specific training for domestic group employees once a year. We are also continuing to educate and raise awareness by using the Compliance Guidebook, which summarizes rules concerning companies and society, the Compliance Newsletter, which provides specific examples of compliance issues that could arise in daily operations, and the Compliance Promotion Book (for Managers / Mid-career Employee), which explains expected roles and behavior for each level.
In FY2025, we conducted a compliance awareness survey targeting domestic employees. The survey results were reported to the Compliance Committee. Departments and group companies with unsatisfactory results are working on improvement activities to overcome their weaknesses, and we will also verify the effectiveness of these efforts. In addition, aiming to foster a shared sense of ethics across all group companies including overseas, we created and deployed the "Global Compliance Guidebook."
The Compliance Guidebook provides explanations of the laws and rules that must be observed within Our Group and society, as well as specific prohibited items.
＜Example of Publication Content＞
The Compliance Promotion Book is available in two versions: Managers version and Mid-career Employee version. They serve as guidelines for managers and mid-level leaders to promote compliance in their workplaces. The book contains the necessary behavior, knowledge, and examples for each position.
＜Example of Publication Content＞
We are striving to prevent corruption in line with the statement made in our Corporate Code of Conduct: “We shall promote fair, transparent, free competition and sound trade. We shall also ensure that our relationships and contacts with government agencies and political bodies are of a sound and proper nature.”
In the Compliance Guidebook, we set rules concerning the prevention of corruption, including the prohibition of involvement in political contributions or bribery, and make employees aware of these rules. In the additionally issued Conduct Guidelines Concerning the Giving and Receiving of Gifts and Entertainment, we raise awareness to prevent misconduct. We are a signatory to the UN Global Compact, and we make our Anti-Corruption Policy known to employees as we work to prevent corruption.
We also confirm that the content and purpose of charitable donations do not violate laws and regulations.
Our overseas group companies are also taking action to prevent corruption, especially to prohibit and prevent bribery of civil servants and facilitation payment. In particular, we provide education on foreign anti-corruption laws to employees seconded from Japan to overseas Group companies, and regularly conduct surveys on local laws.
We also request that suppliers refrain from acts of bribery through our CSR Procurement Guidelines.
We respond to any violations of the anti-corruption rules mainly through the Compliance Committee.
In FY2025, there were no violations of related laws and regulations across the Group.
We will take a firm stance against anti-social activities and forces/organizations. We will not engage in any act that facilitates such activities, including purchasing something, providing benefits and participating in money laundering, including from suppliers associated with them.
We have established internal regulations to prevent insider trading, which obstructs fair trading in the stock market.
Our internal regulations set standards of conduct regarding the management of our internal information and the buying and selling of stocks, etc. of our company or other companies. Compliance with these rules will prevent insider trading by our officers, employees, and ourselves.
Taking seriously our violation of the Anti-Monopoly Act of Japan, as uncovered in FY2014, we have established a system to promote compliance with competition laws and to ensure legal compliance both within and outside the country.
In Japan, we formulated the Anti-Monopoly Act Compliance Manual and distributed copies to employees while holding a range of related seminars internally for both executives and employees. Moreover, we have introduced an in-house e-mail inspection system to monitor and prevent recurring violations of the competition law.
Our overseas Group companies are required to report the activity status regarding compliance with competition laws to Niterra on a regular basis. In addition, the company’s teams in charge of affairs concerning competition laws and compliance, where they audit the companies’ compliance systems and implementation status and check whether local employees are sufficiently aware of the related rules. Seminars featuring guest speakers are also held.
We will continue our education and auditing activities to ensure compliance with competition laws both in Japan and abroad.
We comply with domestic laws and regulations based on the Foreign Exchange and Foreign Trade Act in accordance with the multilateral export control regime (MECR) established for international peace and safety. In addition, we have established related internal rules and an in-house export control organization.
We also conduct awareness-raising and inspection activities targeting departments engaged in export control, thereby ensuring and enhancing our export control in compliance with the related laws and regulations. We are working to prevent the destabilization of international affairs by focusing on preventing the outflow of sensitive technology as well as cargo that can be diverted to military use.
In addition, we have established a system to understand and respond to the international situation related to export control and revision trends of related laws and regulations. In response to recent revisions to export control-related laws, we are reviewing related regulations and informing relevant departments in an effort to continually improve our export control system.