Compliance
The Nippon Soda Group ensures corporate activities are undertaken in compliance with laws and ordinances and corporate ethics by making all employees aware of the Nippon Soda Group Code of Conduct. Our efforts to ensure business management that emphasizes regulatory compliance include the establishment of the Compliance Committee and proper implementation of the internal reporting system. Through these efforts, we enhance the internal control system and continue to be a company trusted by society.
The Nippon Soda Group Code of Conduct
| 1. Compliance with laws / ordinances and corporate ethics |
(1) Fair actions (2) Compliance with corporate ethics (3) Prompt corrective action and strict disciplinary action in response to the violation of a law / ordinance |
|---|---|
| 2. Relationship with society |
(1) Contribution to society (2) Compliance with various kinds of business laws (3) Regulation of donations and political fund contribution (4) Severance of relations with anti-social forces (5) Environmental conservation / protection (6) Compliance with laws / ordinances related to security trade control and export/ import |
| 3. Relationship with customers, business partners and competitors |
(1) Product safety (2) Compliance with the Anti-trust law and competition law (3) Appropriate transactions with suppliers and complying with the subcontracting law (4) Prevention of unfair competition (5) Business entertainment and gifts (6) Prohibition of presenting bribery to foreign public officials (7) Appropriate publicity / advertising |
| 4. Relationship with shareholders and investors |
(1) Disclosure of managerial information (2) Prohibition of insider trading |
| 5. Relationship with individuals |
(1) Respect for human rights and prohibition of discrimination (2) Harassment (3) Protection of privacy (4) Safety and health in workplace (5) Compliance with labor relations laws |
| 6. Relationship with the Company and corporate assets |
(1) Compliance with work regulations (2) Appropriate accounting (3) Conflicts of interest (4) Prohibition of political and religious activities (5) Management of trade secrets (6) Appropriate use of corporate assets (7) Appropriate use of information systems (8) Protection of intellectual property rights |
| 7. Supplementary provisions |
(1) The scope of application of this Code of Conduct (2) Revision and abolition of this Code of Conduct (3) Violation of this code of conduct / consultation hotline (4) Penalty |
Compliance Promotion System
Nippon Soda has a Compliance Committee, which is chaired by the director in charge of compliance with legal departments serving as the secretariat, to ensure corporate activities in compliance with laws and ordinances and corporate ethics throughout the Group. Furthermore, to ensure thorough implementation of the Nippon Soda Group Code of Conduct, we have appointed a staff member in charge of compliance at each department, worksite and subsidiary.
The Nippon Soda Group has established a consultation desk, whereby an employee of the Group who has committed an infraction or becomes aware of an infraction by another employee, can consult directly with the Compliance Committee Secretariat, an outside attorney or an Audit and Supervisory Committee member.
Compliance Promotion and Education
We have formulated the Nippon Soda Group Code of Conduct, which specifies matters to be observed by the Nippon Soda Group in order to carry out sound corporate activities. In addition to introducing and enhancing awareness of this Code of Conduct throughout the Company, as well as at our subsidiaries both in Japan and overseas, we provide ongoing training to ensure thorough compliance with laws and ordinances. We conduct legal education and training related to our operations once a year or more, and in FY 2024, we conducted a total of seven major compliance training sessions for Nippon Soda and its subsidiaries. Elsewhere, we also have e-learning programs aimed at enhancing awareness of the Code of Conduct among all Company and subsidiary executives and employees, and the current completion rate stands at 97%. Moreover, for staff members in charge of compliance at the Company and its subsidiaries, we also host seminars that look at how to respond to cases through the internal reporting system. In addition, we conduct an annual compliance survey of all employees to determine their understanding of the Code of Conduct.
Identifying and Preventing Compliance Risks
Inclusion of Bribery Prevention Clauses in Contracts
At Nippon Soda, as an organization operating on a global scale, we recognize that corruption is a major compliance risk. To reduce this risk, we have included bribery prevention clauses in our sales and purchasing contracts with overseas business partners. These clauses prohibit any bribery by our business partners, provide for termination of the contract in case of violation, and stipulate requirements for the disclosure of accounts and records and the acceptance of on-site audits. Through these clauses, we are aiming to raise awareness of anti-corruption both in-house and among our business partners, and in turn reduce compliance risks.
Political Contributions
As outlined in the Nippon Soda Group Code of Conduct, political contributions are only made in compliance with relevant laws and ordinances and using appropriate methods and procedures. In FY 2024, Nippon Soda’s political contributions were ¥9,091.
Main Compliance Achievements
Significant Fines, etc., for Violations of Laws and Regulations, etc.
In FY 2024, there were no fines for any of the following compliance violations.
- Fines for violations of laws and regulations associated with the provision and use of products and services.
- Fines, penalties, or settlements for the violation of laws and regulations associated with corruption and bribery.
- Fines for violations of laws, regulations, and clauses associated with the environment.
Dismissal of or Disciplinary Action against Employees Who Have Committed Compliance Violations
In FY 2024, there were no cases of dismissal of or disciplinary action against employees who committed compliance violations.
Internal Reports Related to Compliance
In FY 2024, the internal reporting hotline received eight reports of violations of the Nippon Soda Group Code of Conduct.
(Scope: all Nippon Soda and subsidiary executives and employees)
Deviations from Legal and Other Requirements
In FY 2024, there were 13 deviations at Nippon Soda (including one legal violation) and 1 deviation at a Nippon Soda Group company.
(Legal violation)
- 1.Violation of the Act on Securing Quality, Efficacy and Safety of Products Including Pharmaceuticals and Medical Devices relating to a pharmaceutical wholesaler
-
(1)Overview
It was confirmed that we were in violation of the Act on Securing Quality, Efficacy and Safety of Products Including Pharmaceuticals and Medical Devices due to our sale of HPC for pharmaceuticals to a trading company who had returned their pharmaceutical wholesale license. -
(2)Cause
We share data on order information with the trading company in question through an EDI system. When updating the system settings, we incorrectly set HPC for pharmaceuticals when we should have set HPC for industrial use. Moreover, when we received the order information, we did not see the mistake and arranged for the delivery to be made. -
(3)Recurrence prevention measures
We have reinforced our checking system for the start of new pharmaceutical transactions or in the case of changes to customers’ licenses or transactions. Specifically, we have built a system through which the manager in charge of wholesale operations checks the settings and information on the EDI system.
