Fair Operating Practices
Basic Approach
It is our belief that in carrying out business activities, we need to do more than just ensuring DNP’s and its employees’ compliance with laws and regulations but always remain fair and equitable, acting under high ethical standards that exceed the expectations of society. To help maintain and develop orderly, free and competitive markets and consistently undertake business activities that measure up to society’s expectations, we aim to instill and establish corporate ethics more firmly throughout the DNP Group.
As a specific initiative, DNP provides thorough training and education to employees and strives to enhance integrated corporate governance. The DNP Group Code of Conduct sets out the behavior that all employees should adopt in their corporate activities, and within this code are 10 items, including compliance with laws, regulations, and social ethics.
Policy
Promotion Structure
To ensure that all DNP Group business activities are conducted appropriately, we have established the Corporate Ethics Committee (Chair: Senior Managing Director) as an internal control organization to promote compliance.
The committee, which is made up of Directors and Corporate Officers in charge of each department at the head office, meets every month to formulate policies regarding the compliance system for the entire group, and to draw up and decide on implementation plans for various activities. The committee is also responsible for comprehensive inspections, guidance, and reviews of the construction and operation of the system based on the implementation plans.
In addition, the Corporate Ethics Committee has been established in each business unit and group company's business execution division. It is committed to promoting multifaceted initiatives related to business ethics, in accordance with management practices based on the COSO framework and other standards.
At DNP, we place importance on continuity, autonomy, positivity, and efficiency when promoting compliance management. We conduct a variety of training sessions throughout the year for the entire Group, fostering this organizational culture and strengthening the foundations of management.
Personnel evaluation system
We use corporate ethics as a basis of performance evaluation and promotion decisions made under the personnel evaluation system and strive to develop human resources who live up to society’s expectations with sincerity.
Self-examination of compliance with law and rules
DNP’s business units and Group companies use evaluation items developed by the responsible head office division to perform self-examination and self-evaluation for constant improvements. This activity has been carried out since 1997 under the motto “Protect our company by ourselves.”
Compliance Evaluation System
Implemented in 2005 by the responsible head office division as a system to evaluate DNP’s business units and Group companies using common performance indicators. This evaluation is conducted twice a year on a regular basis.
Corporate ethics training
We provide various education and training opportunities, as we believe that a high level of awareness and a correct understanding among employees will make our efforts related to corporate ethics more effective.
Compliance Survey
We conduct a compliance survey every year to raise employee awareness of the importance of compliance and foster a corporate culture of integrity. We aim to further enhance our governance by gaining new insights through this survey.
Open Door Room*1
Established in 2002 as a whistle-blower system to receive inquiries and reports on matters concerning corporate ethics. In 2015, we also established an external contact point for reporting to and consultation by lawyers, and in 2022, we revised our internal rules in accordance with the revision of the Japan’s Whistle-Blower Protection Act to provide a more secure system for reporting and consultation.
Global Internal Whistle-blowing System*1
In 2020, we reviewed our internal whistle-blowing system and framework at our overseas bases and established the global internal whistle-blowing system as a new whistle-blowing contact point capable of multilingual responses. In this manner, we are proceeding to strengthen compliance at overseas bases by making quick and appropriate responses.
Compliance Hotline*1
This hotline, established in 2009, receives information from suppliers and contractors on any misconduct (or possible misconduct) of DNP employees or other parties, which they have come to recognize during their transaction with the DNP Group. In 2022, the name was changed from "Supplier Hotline" to "Compliance Hotline" to clarify that the hotline is only for compliance-related reports and to accept reports not only from suppliers and contractors but also from retirees and others.
*1 The information we receive at each of these consultations and whistle-blowing contact points also encompasses problems related to human rights, labor, and graft and corruption, including bribery.
Indicators/Goals
Based on our basic concept of ensuring thorough compliance, DNP sets priority indicators and targets, thereby promoting ongoing activities.
| Indicator | Targets | FY2024 results |
|---|---|---|
| (1) Number of meetings of the Corporate Ethics Committee*2 (2) Ratio of holding Autonomous Corporate Ethics Training conducted*3 |
(1) Hold the meeting once a month (12 times a year) or more. (2) Achieve 100% (covering all organizations concerned). |
(1) At least once a month (12 times) (2) 100% (109 organizations) |
*2 An organization overseeing internal controls, responsible for promoting a compliance framework to ensure that all business activities of the DNP Group are carried out in an appropriate manner. Consisting of directors and corporate officers in charge of organizational units within the head office, the committee holds regular monthly meetings to formulate and determine policies and various activity implementation plans concerning the compliance framework of the entire Group. The committee is also responsible for comprehensively inspecting, reviewing and providing guidance for the framework established and operated in accordance with the implementation plans.
*3 This training has been ongoing since 2003. Every year, the head of each division lectures employees on corporate ethics, which are the foundation of business, and on issues that need to be addressed and how to deal with them in line with the work of their own division.
Strategy and Risk Management
At a meeting of the Board of Directors in 2007, DNP formulated the DNP Group Code of Conduct, which specifies 10 conduct rules such as “Compliance with the laws and social ethics” to be observed by all employees in carrying out corporate activities. Subsequently as well, we have regularly reviewed the Code of Conduct in accordance with changes in the social environment while we strive to enable the code to become entrenched through opportunities such as level-specific training and the Autonomous Corporate Ethics Training provided to all Group employees in and outside Japan.
Compliance Evaluation System
To promote compliance throughout the DNP Group, the Head Office Supervisory Department objectively evaluates the compliance status of each organization every year based on the Compliance Assessment System, identifies issues based on the results, and works to make improvements.
Evaluation items include respect for human rights, information security, environmental conservation, quality assurance, and product safety, and the evaluation method is reviewed as necessary.
Compliance Survey
DNP conducts a compliance survey every year to raise employee awareness of the importance of compliance and gain new insights into the development of a corporate culture of integrity.
The survey results are analyzed and reported to management, and feedback is provided to each organization to support the implementation of measures that embed and strengthen corporate ethics, thereby further enhancing governance.
Whistle-blowing System
In 2002, we established Open Door Room as a consultation hotline for employees who encounter misconduct or other issues and are unable to resolve them through consultation with their superiors, colleagues, or within their own division. In 2015, we established an external Open Door Room hotline staffed by lawyers to receive consultations and reports, and in 2020, we established a multilingual global internal whistle-blowing contact, striving to further enhance the proper functioning of the organization's self-cleansing capabilities throughout the DNP Group. In operating these hotlines, we have formulated the DNP Group Open Door Room Operating Standards based on the Whistleblower Protection Act, creating an internal reporting system where whistleblowers can consult and report with peace of mind. In fiscal 2022, we revised the standards and enhanced the system in response to amendments to the said act. We also operate a consultation room where employees can consult with experts about various concerns they may have, and an inquiry hotline for all stakeholders. Issues that arise from consultations and reports received at each hotline are always dealt with appropriately, such as by taking necessary corrective measures, while protecting the confidentiality of the information and the anonymity of the whistleblower, so that the whistleblower does not suffer any disadvantage. In fiscal 2024, 74 internal reports were received across the DNP Group in Japan and overseas, and all of them were dealt with appropriately and sincerely, and measures were taken to prevent recurrence as necessary.
As a result of these efforts, no serious violations were found in fiscal 2024.
Related Measures
Anti-Bribery Initiatives
As recent corporate activities expand beyond national and regional boundaries, regulations concerning bribery are being tightened in each country and region in order to ensure a fairer and more open competitive market. DNP has always prohibited employees from seeking profit through bribery and other dishonest means and stipulated so in the Code of Conduct. To further reinforce our efforts in this area, in 2018 we established various policies and regulations that include the DNP Group Anti-Bribery Policy, the DNP Group Anti-Bribery Regulations and the DNP Group Anti-Bribery Guidelines. In conjunction, we have externally disclosed our anti-bribery policy to express DNP’s approach and position while internally holding briefing sessions for each organization and providing e-learning education for all DNP Group employees, and through these measures, we seek to ensure an awareness and thorough understanding of this policy. In 2021 we partly revised and enhanced this policy in light of subsequent changes in social conditions that have further clarified the anti-bribery efforts that society expects that companies implement. Executives lead the promotion of this policy and all employees comply with it to further advance our anti-bribery initiatives. Concurrently, based on the anti-bribery selfcheck sheet, we check each item, such as the existence of any applicable matters at subject business sites, application procedure results, and educational and enlightenment activity results on a yearly basis.
Related Party Transaction (RPT)
Under the regulations of the Board of Directors, DNP requires that any transactions involving competing businesses or conflicts of interest by directors be resolved by the Board of Directors. In these cases, the Board of Directors assesses the rationale, business necessity and validity of the terms of the transaction. Additionally, DNP annually collects information about related party transactions, including competing and conflicting transactions, from each director in accordance with the regulations regarding financial statements. This information is then audited by accounting auditors, ensuring that the Board of Directors can adequately supervise these matters.
Appropriate Tax Payments
The DNP Group will contribute to the socio-economic development of the countries and regions in which we do business, by complying with relevant tax laws and regulations and social ethics, and making appropriate tax payments.
Tax amounts by region Fiscal 2023
(Billions of yen)
| Country/Region | Tax Amounts | Share |
|---|---|---|
| Japan | 236 | 90.45% |
| Asia | 13 | 4.90% |
| Others | 12 | 4.65% |
| Total | 261 | 100.00% |
Dealing with Political Donations and Anti-Social Forces
DNP’s basic policy is to maintain political neutrality by not making political donation, either directly or indirectly. There were no instances of any political contributions even in the past three-year period up to FY2024.To anti-social forces that negatively affect public order and sound activities of society, we also prohibit the provision of inappropriate payoffs.