Compliance
Aiming to Be a Trusted Company that Is Fully Compliant with Laws and International Rules
Fundamental Approach to Compliance
Interest in governance and compliance is growing daily. The Sanden Group’s Corporate Philosophy, and the preamble to the philosophy, stipulates compliance with laws and international rules, and is based the general principle of “conducting sincere and fair corporate activities based on high ethical standards.” Compliance is placed as a management issue of the highest importance, and we at the Sanden Group are engaged in a range of measures to ensure the compliance of all business activities.
The Sanden Group treats realizing the decarbonization of society as one of the most pressing social issues. Without hesitation, we bring to bear our strengths, namely the latest technology solutions for electric vehicles, our presence in China and Europe, markets with enormous potential for growth in electric vehicles, and our broad customer base that includes almost all automobile manufacturers. At the same time, it is our belief that we can make great contributions to bringing about a decarbonized society through our business activities.
Structuring a Global Compliance System
In fiscal 2022, Sanden carried out activities with the aim of building a global compliance system to achieve the new Mid-Term Management Plan, SCOPE 2023.
Core Activities
In the Sanden Group, the president of Sanden Corporation is designated as the compliance officer for the entire Group. With direction provided by the compliance officer, the Legal & Administration Division as the main department responsible for compliance plans to promote compliance throughout the group.
Activities
In fiscal 2022 we reconfirmed that our system of compliance is functioning, namely with maintaining of fundamental rules for Group compliance that were revised in the previous fiscal year throughout Group companies, and based on the rules following the revision, that compliance officer, as selected by each company, are in position. In this way, representatives of each company are responsible for compliance, and the system functions by having this compliance officer provide support. We were also able to confirm that we would be able to make enhancements to future efficiency and effectiveness.
In addition, before last year, each company was to report any important compliance issues that would arise to the Legal & Administration Division based on the revised compliance regulations. To improve effectiveness, we have established reporting standards and expanded them to each company. With this most recent confirmation, we were able to verify the ability to identify important issues that arise at each company, including overseas, and take appropriate measures at an earlier stage.
Next, as a group wide measure to prevent violations of the Antimonopoly Act, we have established internal rules for compliance with the Antimonopoly Act. In fiscal 2022, we also updated our guidelines to interpret them and reviewed them as needed. These activities are also deployed to each company through the compliance managers and those in charge of each company. In this way, we aim to prevent problems by clarifying the matters that employees should focus on and put into practice so as not to conflict with the antitrust laws and competition laws of each country where all aspects of the rules are not always clear.
Overview of Internal Activities
We created English and Chinese editions for all expansion overseas and were able to proceed with the understanding and cooperation of compliance officers, who are local staff members.
Next Steps
Toward fiscal 2023, we have set "establishment of a global compliance system" as our global policy for the fiscal year, and have formulated a global annual plan and, based on this, an annual plan for each company. The main content of the annual plan is to continue to work on activities to comply with antitrust laws, and to strengthen the protection of antitrust, trade secrets, and intellectual property rights globally.
Each company will implement compliance activities based on its annual plan under the initiative of its compliance officer and those in charge of compliance. The Legal Division (now Legal & Administration Division) will provide necessary support to each company.
Compliance Education Programs
Results in FY2022
Period of Activities
Compliance education is conducted throughout the year based on the annual activity plan. In fiscal 2022, we implemented four types of compliance education programs: new employee training (April), training based on organizational hierarchy (November), training for those to be posted overseas (as needed), and global compliance activities for overseas Group companies (August-December). In addition, we sent the Sanden Group Supplier Fundamental Principles and the Sanden Group Green Supply Guidelines to our suppliers and received receipts from them.
Core Activities
As for compliance education, through the Legal Division (now Legal & Administration Division) plays a leading role.
Background of Activity Plans
Compliance education, through the Legal Division (now Legal & Administration Division) is conducted regularly for Sanden Group employees and plays a leading role in formulating and implementing compliance training and annual plans. The activities based on each company's plan will be carried out independently by the compliance manager and the person in charge at each company, and the legal divisions and the legal staff at each base will provide the necessary support.
Activity Details
Taking into consideration the attributes of the participants and the number of people targeted for training, when we select the content and teaching materials and set specific goals for education.
Ethics education (e-learning)
・Insider trading
Japan: 1,218 people
(90％ of total number of employees in Japan）
・Global compliance
Japan: 1,331 people
Overseas: 2,573 people
Total: 3,904 people
（70% of total number of employees worldwide）
Global compliance education was provided to all Group companies worldwide.
[Reference: GRI:205-2 Communication and training about anti-corruption policies and procedures ]
No. of corruption incidents
0 (worldwide)
[Reference: GRI:205-3 Confirmed incidents of corruption and actions taken]
Application of the Sanden Group Supplier Fundamental Principles and the Sanden Group Green Supply Guidelines
Application rate: 92%
(Suppliers in Japan: 146 companies)
(Ratio of purchase amount from the 146 suppliers to total purchase amount worldwide: 52.1%)
[Reference: GRI:205-2 Communication and training about anti-corruption policies and procedures ]
Overview of Internal Activities
Activities were carried out mostly as planned.
Next Steps
We plan to continue to provide compliance training in fiscal 2023, and we expect that the implementation of conventional education will remain severely limited. We plan to achieve the objectives of compliance education, such as improving compliance awareness and knowledge about laws and regulations, through practical measures such as the active use of e-learning.
Compliance Reporting and Consultation Hot Lines
With the aim of preventing and detecting compliance violations at an early stage, Sanden has established whistleblowing hotlines for Group company employees in Japan (two internal and two external contact points) and for overseas Group company employees (internal contact points). In FY2022, 22 reports (including consultations) were made to the hotlines.
We have made the whistleblowing system and the contact points known to all Group company employees both in Japan and overseas by various means, including posting information on the internal portal. We provide education on the whistleblowing system to Group company employees in Japan once a year to promote better understanding of the system.
When using the hot lines, we have made it possible for employees to preserve their anonymity. We have also made it known to all employees that their information will be held in confidence and they will not be disadvantaged in any way. These measures are intended to ensure that the system will function effectively.
Please note that when information is received via these hot lines, related factual matters will be investigated, remedial measures will be taken as well as steps to prevent recurrences of such issues. Depending on the seriousness of the issues involved, they will be discussed and reported to the Management Committee and the Board of Directors.
[Reference: GRI: Disclosure 3-3 Management of Material Topics]
Strengthening Labor Compliance
The Sanden Group is working to create workplaces designed to ensure rigorous compliance with laws and regulations related to personnel and labor management (labor compliance). These workplaces will facilitate the prevention of compliance violations and their early discovery when they occur and follow up promptly. To this end, Sanden is reviewing its employee education curriculum, and redoubling its efforts to create work environments where labor compliance is strictly observed.
Strengthening the security trade management system
In fiscal 2022, explanatory meetings about export control could not be held face-to-face for relevant divisions/departments. When necessary, however, explanations were given to questions asked by persons in charge. In the training provided as needed for those to be posted overseas as well, their awareness was raised about export control by referring to relevant concerns.
