Compliance

Compliance at TechMatrix Group

In accordance with the principles set forth in the Corporate Ethics Guidelines, the Group defines compliance as the observance of laws, regulations, rules and various policies as well as maintaining high ethics as it conducts corporate business activities.We believe that by continuing to conduct sound corporate business activities based on compliance with rules and ethics, we can earn the trust of many stakeholders, including shareholders, customers, business partners, and local communities, paving the way for increased corporate value.
Based on this thinking, the group has established the Compliance Standards of Conduct. We have set up various systems under the leadership of the Compliance Committee, which is chaired by top management.

Prohibition of Bribery

In our Compliance Code of Conduct, we stipulate the prohibition of bribery and other corrupt acts, and ensure that all officers and employees, whether in Japan or overseas, are fully aware of and comply with this prohibition. Specifically, in addition to not engaging in any conduct that constitutes or is suspected of constituting bribery, we prohibit, in principle, any gift-giving or entertainment to public officials and others.

(1) Do not seek favors from business partners for personal gain. For example, one must not conduct a transaction in exchange for the receipt of money unrelated to the transaction or the enjoyment of entertainment such as goods, food, drink, or entertainment that is beyond the scope of socially accepted norms.

(2) We must not offer money, gifts, entertainment, or other economic benefits that are beyond the scope of socially accepted norms to officers or employees of our business partners.

(3) Gifts and entertainment that violate the National Public Service Ethics Law, the National Public Service Ethics Code, or other similar rules and regulations established by public offices, etc., must not be provided to public officials.

In addition, the Compliance Committee regularly conducts internal training to prevent violations, and has established an internal reporting system for violations to promote early detection and correction of corruption, bribery, and other noncompliant behavior. In addition, we have established an internal reporting system for violations and promotes early detection and correction of corruption, bribery, and other noncompliant behavior.

Compliance Committee

The Compliance Committee consists of the Chair, Full-time Audit & Supervisory Board Members, the Officer in Charge of Compliance, the General Manager of the Human Resources Dept., and the General Manager of the Corporate Planning Dept. The President, who is the general supervisor of the compliance system, has been appointed as the Chair of the Compliance Committee.
The Compliance Committee will specifically clarify as much as possible any matters that may pose a risk of violating laws, regulations, and corporate ethics during the course of corporate activities. The committee will conduct education and awareness-raising activities for Officers and employees, as well as strive to rigorously ensure compliance with laws, regulations and corporate ethics, and make improvements as needed. In addition to regular meetings held twice a year, the committee will hold extraordinary meetings as necessary.

Contact Points for Whistleblowing

At the group, in cases where a problem has occurred, is occurring, or may occur from a compliance perspective, the problem is normally reported through worksite communication channels. However, the Company anticipates that there may be cases in which the particular situation makes reporting via worksite communication channels difficult. For this reason, in addition to the normal reporting route, the Company has established an internal reporting (whistleblowing) system to allow an informant who discovers a problem to directly report it to the contact points. All information is carefully managed under the internal reporting systems, and reports can be made anonymously. In addition, retaliation and other disadvantageous acts are prohibited to protect whistle blowers.

【Contact points】
 (1) Internal contact point
 (2) External contact point (external attorney)

【Reporting method】
Procedures via telephone and e-mail; reports may be made anonymously
 

Compliance Training

The group believes that compliance at companies is implemented effectively when their officers and employees have a firm grasp of the significance of compliance, and act in line with it not only in corporate business activities but also in their daily lives in society. Based on this belief, the company and its group companies conduct various compliance training programs on a regular and ongoing basis.
Employees who were not affiliated with the Company at the time various training programs were offered due to the timing of when they joined the Company will receive training as needed when they join the Company. In addition to other measures, training materials are distributed to these employees.

Training details
Eligible staff
Insider trading
All Officers and employees
(including temporary and contract employees)
Harassment prevention
All Officers and employees
(including temporary and contract employees)
ISMS (information security management)
All Officers and employees
(including temporary and contract employees)

Operation status of the compliance system

The Group pursues initiatives to implement thorough Group-wide compliance and to ensure that it is put into practice, led by the Compliance Committee and Internal Control Committee.

The Compliance Committee, which holds regular meetings twice a year, monitors the status of compliance on a semi-annual basis to strengthen the monitoring system for the prevention of corruption and bribery. The committee also regularly conducts educational activities on compliance with laws, regulations, and corporate ethics, covering themes such as prevention of insider trading, prevention of harassment, and vocational education and training, with a view to preventing violations. As part of our compliance education efforts, the Company’s corporate lawyer conducted training using harassment training videos, with all employees of the Company and the Group companies taking part. In addition, with the establishment and operation of TechMatrix Group contact points for harassment consultation on April 1, 2023, we are working to build and improve our system for thorough compliance across the Group.

The Internal Control Committee is an advisory body of the President, who also serves as its chair. It convenes twice a month as a rule to discuss and report on matters concerning the Group’s internal control in general. Internal control includes all control activities conducted by the Company and the Group themselves, centered on the internal control system and ISMS. The Internal Audit Office, a member of this committee, is responsible for independently evaluating the status of development and operation of compliance systems in the Company and the Group. This section drives the PDCA cycle by encouraging improvements as necessary and through ongoing monitoring. The Internal Control Office, also a member of the committee, is responsible for ensuring that the internal controls that should be implemented in the organization have taken firm root in the individual divisions. In FY2024, it was made clear that this section would fulfill the function of legal officer, including reviewing company-wide legal affairs from a bird’s eye view. For more efficient and effective reviews of contracts on a day-to-day basis, we have implemented an AI-based contract checking service.

Indicators
FY2021 (37th)
FY2022 (38th)
FY2023 (39th)
FY2024 (40th)
Number of whistleblowing reports
1
2
1
1
Number of inquiries made to the harassment
consultation contact points
0
1
1
0

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