Compliance
Compliance goes beyond merely following the letter of the law. In its true sense, compliance means that corporations, as members of society, also meet the expectations of all stakeholders, earn their trust, and fulfill their social responsibility.
The Marubeni Group regards compliance to be a top management priority. In 2002, we strengthened our compliance system by establishing the Compliance Committee under the direct control of the President and by creating the Compliance Manual, and since then, we have constantly strived to make improvements.
Organizational Diagram of the Marubeni Group Compliance System
Priority Activities in Fiscal 2009
- Conduct and report on the results of the compliance survey
- Formulate the Fiscal 2009 Program of Compliance Committee Activities
- Review the Fiscal 2008 action plans for divisions, branches and offices, and formulate the Fiscal 2009 action plans
- Publish the 6th edition of the Compliance Manual, and collect written oaths
- Develop a new system for reviewing the compliance structure for industry laws and regulations
- Respond to the audit comments made by the Audit Department in Fiscal 2008
Fiscal 2009 in Review
We approved the fiscal year's Program of Compliance Committee Activities implemented according to the PDCA (Plan-Do-Check-Act) process; reviewed the action plans for divisions, branches and offices, and formulated plans for the next fiscal year; revised the "Compliance Manual," and collected written oaths; responded to the audit comments made by the Audit Department. In terms of key activities, we also conducted and reported on the results of the compliance survey; using those results, we provided feedback and held informal discussions at each workplace; and we decided to review the management systems for industry laws and regulations, before developing a new system from Fiscal 2010.
Practical Use of the Compliance Survey
The Marubeni Group commissions outside experts to conduct a compliance sur vey once every 2 year s for the purpose of enhancing and improving its compliance structure. On this occasion, the survey was conducted in February and March 2009, and responses were received from 10,737 executives and employees from Marubeni and 64 of our main group companies. The results of the survey were analyzed and critiqued by the outside experts. Following on from the last survey, positive results were again yielded which were generally better than the industry average, but a number of issues were identified. The key findings and critiques are shown below. Informal workplace discussions were also held in various districts to provide them with feedback from the survey, and any raised issues were examined.
Compliance Survey
<Marubeni Head Office and branches 2,910 responses>
[Good points]
- Regarding the question of whether business is conducted always conscious of the message in the Compliance Manual that "when you are faced with a choice between integrity and profit, choose integrity without hesitation," responses were overwhelmingly positive, and exceeded the industry average.
- Awareness of the Compliance Access Point (Door of Courage) is extremely high, and intention of use was higher than the industry average.
- With regard to systems of communication and checking, the indices for "an open and free environment," "reporting if you become aware of a wrongdoing by a colleague" and "reporting your own wrongdoings," were higher than the industry average, and the openness of workplaces was assessed as being generally good.
[Issues to resolve]
- The index for "a sense of solidarity with colleagues" was higher than the industry average, but was slightly lower than last time.
- With regard to systems of communication and checking, the index for "my supervisor is concerned about me" was higher than the industry average, but was the lowest of the indices.
<64 Marubeni Group companies 7,827 responses>
[Good points]
- With regard to the items on motivation, the indices such as for "public trust," "pride in the group company" and "pride in the division and in the community" were higher than last time, and were higher than the industry average.
- With regard to systems of communication and checking, indices such as for "an open and free environment," "reporting if you become aware of a wrongdoing by a colleague" and "reporting your own wrongdoings" were higher than last time, and were higher than the industry average.
[Issues to resolve]
- With regard to the index for the ability to explain "the Marubeni Group's top commitment as reflected in the Company Doctrine and Management Philosophy," it was higher than last time, but was the only index to be slightly lower than the industry average.
Pledge for the "Compliance Manual"
The Marubeni Group distributes the Compliance Manual to all employees in the Group. An electronic copy is also available on our intranet and extranet. The manual is also available to the public via our website. Moreover, each year, every employee and executive of the Marubeni Group pledges to adhere to the manual, thereby raising awareness for compliance.
During Fi scal 2009, fol lowing the publication of the 6th edition of the Compliance Manual, all officers and employees pledged to adhere to the new manual. In Fiscal 2010, we made further revisions in accordance with the enactment of laws and changing times, and published the 7th edition of the Compliance Manual.
Compliance Systems of Domestic Group Companies
Each of the Marubeni Group companies has al so been developing its own compl iance systems sui ted to their respective businesses. Every year, the Chairman of the Compliance Committee and Secretary-General visit the main Group companies to receive briefings and to communicate directly the importance of compliance. During Fiscal 2009, the Chairman of the Compliance Committee and the Secretary-General visited 24 domestic Group companies, and held discussions on compliance with the company presidents, compliance officers and executives of each company.
Compliance Systems of Overseas Group Companies
Overseas as well, Group companies have been creating compliance systems suited to the laws and business practices of their respective countries. At major overseas sites, Group companies reviewed their Fiscal 2008 compliance action plans, and formulated their Fiscal 2009 compliance action plans. In addition, in Fiscal 2009, between July and October, we ran a compliance e-Learning program for overseas local staff at branches and offices overseas, and a total of 1,677 staff participated.
In December 2009, the General Manager of the Legal Department conducted compliance group training programs at Marubeni (Beijing) Trading and at Marubeni (Shanghai), and a total of 99 overseas representatives and overseas local staff participated.
At Marubeni Europe and Marubeni ASEAN too, staff assigned from the Legal Department conducted compliance group training programs based on each local subsidiary's action plan. A total of 49 staff participated in these programs.
Education and Training on Compliance
Since 2005, Marubeni has been running the "Compliance e-Learning Training Program," which summarizes the knowledge required to practice the Marubeni Group compliance. During Fiscal 2009, the content of the program was revised, and as of March 31, 2010, 13,792 people from 83 Group companies have participated in the program.
In light of the enactment and revision of laws and of economic and social trends, Marubeni has also run other theme-based e-Learning training programs and group training programs in response to new developments. Below is a list of representative training programs for Fiscal 2009.
- Compliance e-Learning Training Program
(Conducted since 2005. As of March 31, 2010, 13,792 workers from 83 companies had participated.)
- Intellectual Property Rights e-Learning
(Conducted since August 2007. As of March 31, 2010, 3,490 domestic workers had participated.)
- Subcontracting Law e-Learning
(Conducted since June 2008. As of March 31, 2010, 3,474 domestic workers had participated.)
- Document Management e-Learning
(Conducted since November 2008. As of March 31, 2010, 3,463 domestic workers had participated.)
- Insider Trading Regulations e-Learning
(Conducted since January 2009. As of March 31, 2010, 3,490 domestic workers had participated.)
- Stamp Duty Seminar
(Conducted since February 2010. 1,008 workers attended group training.)
- Seminar for the Prevention of Fictitious and Circular Transactions
(Conducted since February 2010. 846 workers attended group training.)
* Various other compliance group training programs have been conducted at the request of individual divisions
"Door of Courage"
It is important that misconduct in a company be curtailed at its initial stages. We need a system in place whereby, if a problem arises, it is communicated immediately to top-level management via reporting lines. While the Marubeni Group aspires to create an open and free environment where advice of any nature can be sought, for some matters, reporting through ordinary means is difficult.
To address this situation, Marubeni established the "Door of Courage," reporting and consultation hotline, whereby all members of the Marubeni Group can consult directly with the Compliance Committee or with external legal counsel.
This ensures that reports and consultations are held in the strictest confidence, and will not become the basis for any unfair treatment. In February 2006, a female lawyer was added to the staff of the "Door of Courage," with a view to creating a safer and more comfortable environment for female employees. During Fiscal 2009, about 2 requests for consultation were responded to each month.
With the aim of giving the ?Door of Courage? the widest possible publicity, the system is introduced at every opportunity, such as at training programs for new employees, at division training programs and at individual training programs for subsidiaries. Furthermore, in September 2009, the revised Q&A for the "Door of Courage" consultations was posted on the Marubeni intranet.
Number of Violations
As a result of our efforts in ensuring compliance, in Fiscal 2009, there were again no material violations of compliance related to the Marubeni Group.
Enhancement of the System for Managing Industry Laws
Aimed at responding to rapidly changing industry laws and strengthening the associated management systems, the Marubeni Group has introduced 2 systems on laws and regulations, one for providing news updates and another for searching for them. In Fiscal 2009, we began reviewing the system for managing laws and regulations in order to further promote each division's approach to industry laws. Previously, each division had dealt with their relevant industry laws by listing them under the names of specific laws, but this will be revised so therelevant industry laws can instead be identified from a flow chart of the specific transaction. We will thoroughly enhance the system to ensure that even inexperienced workers do not make a mistake or overlook any detailed regulatory compliance matters.
