Nichirei : Internal Control / Compliance (203KB/2 pages)PDF

Initiatives for Achieving a Sustainable Society

Environment

Social

Governance

Internal Control / Compliance

Approach to Internal Control

The Group recognizes that developing and operating an internal control system to facilitate operational effectiveness and efficiency, ensure the accuracy of financial reports, comply with laws and regulations pertinent to business, and to safeguard its assets will translate into higher corporate value.

• In terms of the development of systems necessary to ensure that the execution of the duties by the directors complies with laws and regulations and the Articles of Incorporation, and other systems prescribed by ordinance of the Ministry of Justice as systems necessary to ensure the propriety of operations of the Company and the operations of the group of enterprises consisting of the Company and its subsidiaries pursuant to the Companies Act of Japan, the Company has established the basic policy for its internal control system as follows. The Company will endeavor to improve the policy by reviewing it annually to adapt to changes in the business environment, etc.

Internal Controls Basic Policy

1. Compliance with the law and internal regulations
2. Managing information on Company, subsidiary directors
3. Risk management of Company, subsidiary losses
4. Group duties of Nichirei, subsidiaries (besides those in 1-3 above)
5. Exclusion of antisocial forces
6. Audit & Supervisory Board Members and independence of employees
7. Systems for reporting to Audit & Supervisory Board Members
8. Ensuring compliance of Audit & Supervisory Board Members

Compliance

The Nichirei Group is engaging in a variety of initiatives aimed at improving its corporate ethics by ensuring compliance with the laws and social norms of all the countries in which it operates. Accordingly, the Group has created guidelines for proper employee behavior in line with laws, its internal regulations, and corporate ethics, as well as a code of conduct and a code of conduct casebook, which provides clear examples of appropriate behavior. These documents also include information concerning matters related to the prevention of corruption that have been deemed important from the perspective of international compliance, including insider trading bans and the prohibition of engagement or trading with antisocial forces. In addition to providing this information, the Group conducts employee compliance training aimed at ensuring a more pervasive understanding of compliance management and a more universal compliance management framework.

Nichirei Group Code of Conduct

• 1. Compliance with Laws and Regulations Concerning Respect for Human Rights and Labor
• 2. Environmental Protection
• 3. Compliance with Laws and Regulations and Internal Regulations
• 4. Management and Preservation of the Company's Property
• 5. Prohibition on Personal Use of the Company's Property
• 6. Prohibition on Insider Trading
• 7. Ensure the Reliability of Financial Information
• 8. Management and Use of Information
• 9. Prohibition of Personal Acts Conflicting with the Company's Interests

1. Prohibition on Unfair Benefits Given to/Received from Public Officers or Business Partners
2. Prohibition on Involvement/Trade with Antisocial Forces
3. Compliance with/Reporting of and Consultation on Code of Conduct

94 Nichirei Group Integrated Report 2021

Presentation materials related to the code of conduct

Educating Employees about the Code of Conduct to Ensure Compliance

The Group seeks to continue commanding trust, based on the high ethical standards of its board members and employees. Following the April 2014 revision of our code of conduct, we included it and the Group management principles in the employee handbook.

• In addition, a guidebook on the use of social media has been distributed to all employees and, on the Group's intranet, we publish a monthly series of slideshow-

style materials designed to help employees	あなたは	贈り物の要求		あなたは	公務員への金品贈与
大丈夫？	CASE Ａさんは、仕入先から毎年のように	大丈夫？
その11		自宅に送られてくる中元や歳暮を	その28
understand case studies related to the				受け取るだけでなく、
			商品の希望まで伝えていました。
					CASE 輸入貨物担当のＡさん。税関の担当職員の配慮で
code of conduct.						通関できたため、後日、経費で商品券を購入し、
					お礼として担当職員に渡しました。
In addition, the Nichirei Group has been
offering e-learning sessions to educate
and train employees, based on its in-					ニチレイグループでは、業務に直接関わりのある
Ａさんの行為は、仕入先に対する「たかり」とみなされても仕方ないもので、会社の信用を失うことにつながります。	公務員との贈物・飲食・ゴルフを一切禁止しています。
お礼の気持ちであっても、金品を贈ってはいけません。
また、仕入先と癒着して公正な取引関係が損なわれた末に会社が高い買い物をすることになれば、背任行為にも当たります。	将来的に利益を受ける可能性を期待したとも受け取られ、
house educational rules. The Nichirei	職務上の地位や立場を私利私欲のために利用することは、恥ずべき行為で、許されるものではありません。	贈賄罪・収賄罪が成立する危険性があります。
とほほ	「もらうなら ビールが一番」?! あきれます	とほほ	お礼して お互い捕まる こともある・・・
川柳	川柳
Group is committed to continue providing				株式会社ニチレイ 行動規範（３（）９）		株式会社ニチレイ	行動規範（10）

compliance training.

Initiatives to Prevent Bribery and Corruption

The Company is working to prevent anyone working for the Nichirei Group from engaging in acts of bribery involving public officers or others by clarifying the basic matters they should comply with and by using the Bribery and Corruption Prevention Manual to familiarize them with specific matters that require caution. Applicable laws and regulations include not only those of Japan but also those of major related countries and regions, including the European Union, the United States, the United Kingdom and China, and they apply to all officers and employees of Group companies, regardless of whether those entities are in Japan or elsewhere.

Story Creation Value Strategy Management

Strategy Financial

Internal Whistleblower Hotline and Consultation Service

In October 2003, the Company introduced an internal reporting and consultation hotline. This allows employees to report, or seek advice on, actions that violate laws or company regulations, or that are ethically questionable.

• In FY2016, the Company updated its internal whistleblower hotline system in response to the requirements of Japan's new Corporate Governance Code, which specifies that internal whistleblower hotline systems are to be independent from a company's management. To ensure that all employees are aware of the new hotline, the Company created and distributed promotional posters for its workplaces and reminder cards for employees.
• In accordance with Company policy, all reports received are relayed to top management by the administration office, which also conducts an investigation to confirm the facts,
  implements corrective measures and provides feedback to the person who made the report (when not reported anonymously). Anonymity is preserved to protect the identity of the person reporting, while the process is carefully managed to ensure there is no retaliation against or adverse treatment of the person reporting by those who are the subject of complaints.

Nichirei Hotline card

Number of Internal Reports Received

		FY2017	FY2018	FY2019	FY2020	FY2021	Five-year total
		(FY2017-2021)
Total	20	35	12	21	27	115

Achieving for Initiatives Strategy Business Society Sustainable a

Data

Nichirei Group Integrated Report 2021 95