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- Thorough Compliance / Restructuring of the Group Governance System
Thorough Compliance
Restructuring of the Group Governance System
Policies and Basic Approach
The Taisei Group has outlined in its “Action Guidelines for Taisei Personnel and the Taisei Group as a Whole” the importance of complying with laws and regulations (i.e., laws, regulations, ordinances, administrative guidance, customs, and other social rules, as well as internal rules and regulations such as company rules). The Group emphasizes acting with societal integrity.
In executing its business activities, there is a continual focus on ensuring that actions and words serve the best interests of clients, the company, shareholders, business partners, and the broader society.
As part of our fundamental approach to corporate governance, we prioritize the speed, accuracy, fairness, and transparency of managerial decision-making. This ensures the sustainable growth of the Company and helps in securing the trust of the community.
To maximize the synergies throughout the Group, we have rebuilt the Group governance framework. This includes the initiation of a Group Personnel Exchange System and the rebuilding of the Group meeting structures.
Risks and Opportunities
Establishing solid compliance is foundational to our management. Insufficient efforts in this area can lead to risks such as a diminished societal reputation, constraints in our business operations, a decline in the perceived corporate value, and potentially lower our reputation among our stakeholders.
If we do not adequately strengthen the Group governance, there is a risk that, while aiming for individual company optimization, the Group may not make decisions that are in the collective best interest.
Conversely, by building and enhancing the Group governance, we ensure transparent, swift decision-making and appropriate risk-taking throughout the entire Group. This approach amplifies the Group’s strength by maximizing synergies.
Policies / Commitments
- Action Guidelines for Taisei Personal: Compliance with laws and regulations, management of information and intellectual property rights
- Policy on the Protection of Personal Information
- Code of Conduct on the Use of Social Media
- Basic Policy Regarding Group Operation
- Medium-Term Business Plan (2021–2023): To maximize synergies by rebuilding Group governance systems
Goals and Targets
KPIs
Performance
- In FY2022, we conducted compliance education for the owners of the suppliers (specialized contractors) at all 12 branches in Japan, as well as compliance training in an e-learning format for all executives and employees twice.
- 100% of employees participated in online compliance training. To improve awareness, we will continue to educate employees on important topics.
KPIs
Performance
- The number of serious security incidents involving electronic information in FY2022 was 0.
- Through online courses, we are working to educate all employees about new threats such as the risks associated with the use of cloud services and the targeted cyber-attacks that have been increasing in recent years. In FY2022, information security training was conducted 6 times.
Initiatives
- United Nations Global Compact “Anti-Corruption”
Sustainability Governance and Oversight
Compliance and Fair Competition
The Taisei Group has established "Action Guidelines for Taisei Personnel and the Taisei Group as a Whole" setting out the fundamental principles for its actions as an organization, constituting the standards for actions and decisions that should be actively implemented or observed by employees. These Action Guidelines serve as the norms for the Group's observance of compliance and are applicable to all Group companies both in Japan and in other countries. The section on "Fundamental Policy to Enhance Operational Compliance Systems" states that "Directors shall have a deep awareness of the fact that the establishment of compliance is the foundation for management, and they shall take the lead in faithfully observing the Group Action Guidelines and other norms relating to compliance."
(As of January 2024)
Action Guidelines for Taisei Personnel and the Taisei Group as a Whole(excerpt)
Chapter 1 Active and Transparent Culture
- 1.Cultivating an open corporate culture
- 2.Securing a pleasant working environment
- 3.Respect for fundamental human rights and diversity
Chapter 2 Value Creation
- 4.Creating a vibrant environment for all members of society
- 5.Striving to create value
- 6.Pursuing customer satisfaction
- 7.Ensuring and improving safety and quality
- 8.Respect for traditions
- 9.Promoting partnerships with subcontractors and suppliers
- 10.Promoting environmental conservation and creation
- 11.Communication with local communities
- 12.Conduct in the international community
- 13.Appropriate disclosure of information
- 14.Fulfilling social responsibilities
(1)Mutual prosperity with society
(2)Compliance with laws and ordinances
Chapter 3 Evolution of Tradition
Compliance Promotion System
As shown in the diagram below, the Company has appointed managers, promoters and implementers in each division, and has established an internal compliance promotion system. In addition, the Compliance Committee, chaired by an external expert (lawyer), has been established as the Special Committee that responds to consultations with the President. We are working to heighten the awareness among all executives and employees and further ensure compliance by establishing a system to set stricter disciplinary actions, etc., against any legal and other violations committed by executives and employees and to call for compliance with the Antimonopoly Act, implementing a range of measures based on the recommendations by the Compliance Committee and compliance training in each division, and taking other steps.
Chart of Compliance Promotion System
Whistleblowing and Consultation System
Based on the Whistleblower Protection Act, at the Taise Group, we have established an internal whistleblowing system (the Corporate Ethics Helpline / Group Helpline / Whistleblowing System) in which executives and employees as well as external parties (staff of partner companies [primary suppliers] that have a direct contractual relationship with the Company) can report and consult on illegal acts including bribery and other corruption committed by executives and employees and acts that violate (or an act intended to violate) the Action Guidelines for Taisei Personnel and the Taisei Group as a Whole, and we have established consultation desks in-house and at an external organization (a law firm). The system also allows anonymous reporting to obtain information clues on a wide range of violations. In addition, to enhance the effectiveness of the system, we actively conduct educational activities such as distributing the Help Line Cards summarizing the outline of the system to all executives and employees and introducing the contents and operational results of the system through e-learning and Compliance Newsletter.
In response to reports received, we will investigate the facts of the report received and take corrective action as required. In doing so, we ensure that the whistleblower’s information is kept confidential and strictly follows internal regulations to ensure that the whistleblowers are not treated disadvantageously for reporting.
For external stakeholders who do not have a direct contractual relationship with the Company, our website provides inquiries on human rights, environmental issues and other issues.
Flow of Internal Whistleblowing Based on the Helpline System
Activities / Efforts
Compliance Education and Training
At Taisei Corporation, we conduct annual compliance training for all executives and employees to raise compliance awareness. In addition, to strengthen compliance across the entire Group, we regularly hold meetings for legal affairs managers to share information and opinions on legal affairs issues with the Group companies in Japan. We also hold group compliance hearings to confirm the status of compliance promotion and exchange opinions and strive to ensure thorough compliance and promote communication.
Furthermore, compliance training is conducted annually for business partners (specialized contractors) and new employees of the Soyukai* (Taisei Corporation’s proprietary organization for core subcontractors) to ensure thorough compliance throughout the supply chain.
Soyukai
Originated from the Harusamekai established in 1917, Taisei Corporation's organization for its core subcontractors was reestablished in February 2014 to strengthen cooperation between the Company and Soyukai members. As of April 2022, approximately 700 companies have joined the organization. The main purpose of the organization is to promote the improvement of construction capabilities and stable management of member companies through cooperation with the Company's business.
Conduct Compliance Questionnaire (Annually)
The Taisei Group conducts the Compliance Questionnaire for all executives and employees with the aim of understanding the current status and issues related to compliance and further promoting compliance.
The results of the questionnaire are analyzed, measures are considered, reported to top management, and disclosed to all executives and employees through the Compliance Newsletter, and necessary measures are taken in cooperation with related departments to promote compliance.
| Education / training | Topics covered in recent years |
|---|---|
| Compliance Newsletter (monthly) |
|
| E-learning training (twice a year) |
|
Political donation
As part of its social contribution activities, Taisei Corporation makes political donations when necessary. When making political donations, we thoroughly comply with the Political Funds Control Act and conduct a rigorous review based on procedures pursuant to our internal rules, namely, the “Code of Conduct on Relationship with Politicians and Disbursement of Expenses.” The total amount of political donations made during FY2022 was 18 million yen.
Anti-Corruption Policy
Taisei supports the anticorruption provisions of the United Nations Global Compact which it signed in 2018. In accordance with Principle 10 ("Anti-Corruption") of the Global Compact, Taisei includes “Ensuring fair trade” “Maintenance of proper relationships with individuals or entities engaged in politics and government” and “Dealing with people, associations or organizations engaged in anti-social behavior” in its Action Guidelines for Taisei Personnel and the Taisei Group as a Whole, in order to prevent coercion, bribery, money laundering, obstruction of justice and the various other forms of corruption. This makes it clear that the Taisei Group and Taisei personnel shall not offer or promise any illicit money or goods to clients and individual executives and employees of the client, and shall not, in their dealings with politicians and government officials (including foreign government officials), engage in activities that would violate criminal laws (such as those relating to bribery) or activities that may be understood as such, or agree to unreasonable demands made by antisocial forces or organizations. We have also established a code of conduct with regard to the Act on Prohibition of Private Monopolization and Maintenance of Fair Trade (Anti-Monopoly Act), and we also require employees to conduct themselves responsibly to ensure that there are no violations of the criminal laws relating to bid-rigging, the Anti-Monopoly Act and so on, in order to prevent corruption.
To educate the prevention of bribery for politicians and government officials (including foreign government officials), a small booklet entitled “Quick Guide to Compliance” has been prepared. Online education courses are also conducted for all employees to ensure that they understand that bid-rigging and other acts that obstruct fair competition (a comprehensive category that includes bribery and other corrupt practices) are strictly prohibited, in order to enhance employees' knowledge and awareness of the importance of preventing corruption.
With regard to relationships with foreign government officials, for which particular caution is needed, in FY 2020 we introduced a pre-check system as an anticorruption measure for foreign government officials, etc., and we are committed to preventing corrupt practices.
Moreover, when agents (distributors, representatives, consultants, agents etc.) are hired in connection with transactions with foreign government organizations or the like, a check is conducted in advance based on a standardized checklist and approval from the administration division is obtained, and the contract signed with the agent, etc. is required to establish matters relating to legal compliance.
Impartial and Fair Transactions
Taisei Corporation has included “Promoting partnerships with subcontractors and suppliers” in its Action Guidelines for Taisei Personnel and the Taisei Group as a Whole, emphasizing the importance of establishing fair and reliable relationships with its partners in the supply chain and conducting transactions on an equal footing. In August 2020, we prepared and announced the Declaration of Partnership Building which incorporates prosperous coexistence for the entire supply chain, new collaboration regardless of the company's scale and existing business relationships, and observance of “Promotion Standards” as defined in the Act on the Promotion of Subcontracting Small and Medium-sized Enterprises. Furthermore, in order to eliminate anti-social forces, we have included a condition in our basic contract with specialized subcontractors emphasizing that we do not conduct business with anti-social forces and affirming that the subcontractors and suppliers are not an anti-social force, and that if it is revealed to be otherwise, the contract may be canceled without notice.
We disseminate our stance on impartial and fair transactions in connection with preventing corruption to employees of the Company and Group companies as well as to our suppliers, including subcontractors and intermediaries.
We also cover impartial and fair transactions in our Taisei Group of Companies Sustainable Procurement Guidelines and work to reduce risks so as not to get involved in transactions with anti-social forces, corruption, bribery, and organizations engaging in inhumane labor.
Verification of Compliance with Laws and Regulations (Guidance)
To ensure the legitimacy of bids, Taisei Corporation operates an in-house system whereby the heads of branch offices confirm that there are no inappropriate acts in the process of bidding operations, produce the documents, and keep all bids on file.
Every year, the legal department verifies the legitimacy of bids and checks compliance with the Construction Business Act, the Antimonopoly Act and the Subcontractors Protection Act.
Specific Measures for Compliance with the Antimonopoly Act
Taking the fact seriously that we were indicted on suspicion of violating the Antimonopoly Act in connection with the Linear Chuo Shinkansen construction project, we have implemented the measures indicated below based on deliberations by the Compliance Committee chaired by an external lawyer and resolution by the Board. We continued to operate and implement the measures below in FY2022.
- Revision and tightening of internal rules relating to contracts with competitors (September 2018)
- Reinforcement of procedures to confirm the appropriateness of the bidding process (September 2018)
- Implementation of e-learning for all executives and employees (implemented every fiscal year since FY2018)
- Implementation of training by an external lawyer for executives and employees in the sales departments and the technical departments that engage in operations related to taking orders (implemented every fiscal year since FY2018)
Tax Compliance
Taisei Corporation established its Tax Policy in August 2020 as a guideline for complying with tax laws and regulations and fulfilling its social responsibilities, and is striving to fulfill its tax obligations appropriately. In addition, since fiscal 2013, we have conducted an annual e-learning program to raise awareness of tax compliance, and we are working to disseminate our tax policy in relation to the contents of tax audits.
We are also working to reduce tax risks by encouraging all officers and employees to consult with the appropriate department regarding different from usual transactions, etc.
Regular Rotation of Accounting Auditors (Executive Members)
Executive members of accounting auditors are rotated regularly in accordance with the regulations of auditing firms that ensure compliance with the Certified Public Accountants Act. In addition, the upper limits for periods that are continually involved and the intervals during which involvement is prohibited following rotation are as follows.
- Engagement Partner:
No more than 7 accounting periods, interval of 2 accounting periods - Lead Engagement Partner:
No more than 5 accounting periods, interval of 5 accounting periods
Thorough Awareness of Structure of Values and Policies
We created a portable card of the Structure of Values and Policies, which was updated in 2010, in an effort to spread and establish it. Since FY2011, we have been conducting an e-learning program on our Structure of Values and Policies each year to further disseminate and establish the structure while relating it to social needs and internal efforts.
In FY2022, we conducted an e-learning program for employees on the Taisei Group Philosophy, the Taisei Spirit and the Action Guidelines for Taisei Personnel and the Taisei Group as a Whole, and the participation rate was 97%.
Information and Intellectual Property Management
The sharing of information with many clients, subcontractors (specialized contractors, etc.) and other stakeholders in construction projects is essential in the construction industry. The Taisei Group includes "Management of Information and Intellectual Property Rights" in its Action Guidelines for Taisei Personnel and the Taisei Group as a Whole, and Taisei implements various policies relating to information security. In addition to establishing the Policy to Protect Personal Information and Codes of Practice for the Use of Social Media, the Taisei Group has also established a Policy on Intellectual Property and faithfully implements intellectual property strategies for the creation, protection and use of intellectual property, for the mitigation of risks relating to intellectual property, and for the strategic use of brands.
Data
Review of Compliance with the Group Action Guidelines and Handling of Violations
The Taisei Group has established a Sustainability Committee as a committee within the Board. The committee revises and abolishes the Action Guidelines for Taisei Personnel and the Taisei Group as a Whole (“Action Guidelines”), discusses ways to ensure a thorough understanding of these Guidelines within the company, and determines the status of compliance with the Guidelines. The committee also reports regularly to the Board and receives confirmation regarding, the status of operation of the Corporate Ethics Helpline, the entity established to receive reports and provide consultations on violations of the Group Action Guidelines.
In the event of a violation of the Group Action Guidelines, such as a serious compliance violation, we initiate a thorough study and implement measures to prevent the recurrence of the violation. For this process, we strive to accurately ascertain the facts by investigating relevant factors, including related persons, the course of events, the nature and specifics of the violation, the amount of damage, and the impact on interested parties, and then report to relevant authorities as necessary.
The perpetrators are subjected to necessary disciplinary action, including dismissal, following a careful and rigorous review of the facts by the Board or the Management Committee, based on the Rules on Enforcement of the Compliance System for the Action Guidelines for Taisei Personnel and the Taisei Group as a Whole.
In FY2021, 30 cases were reported via our Whistleblowing and Consultation System, which were related to violations of internal regulations as well as harassment cases. None of these cases had a significant impact on the management of the Group. In addition, there were no cases of legal action or payment of fines or penalties based on corrupt or anti-competitive behavior in our company.
Status of Compliance Reporting
| Operational results of Whistleblowing and Consultation System (including violation of the Action Guidelines for Taisei Personnel and the Taisei Group as a Whole that covered violation of laws and regulations and prevention of all forms of corruption) |
FY2020 | FY2021 | FY2022 |
|---|---|---|---|
| 28 incidents | 30 incidents | 73 incidents |