明和産業株式会社

Page top

compliance

Meiwa Corporation (“the Company”) has established Basic Compliance Regulations to promote compliance throughout the Meiwa Group.

Basic Compliance Regulations

CHAPTER 1. General Provisions

Article 1 – Purpose
  1. These Regulations are established to define the principles for the Company’s compliance-related organizations and the implementation and operation of compliance based on the Code of Conduct for Executives and Employees.
  2. “Compliance” in these Regulations refers to compliance with laws and regulations, international rules, and internal rules and regulations, as well as behaving with full consideration for general social norms.
Article 2 – Scope of Application
These Regulations apply to all executives, employees, seconded employees, and temporary staff (“executives and employees”).
Article 3 – Basic Policy
The Company will make compliance initiatives part of the basic management policy and must make every effort to establish, maintain, and improve a compliance promotion system.
Article 4 – Compliance by Executives and Employees
Executives and employees must make compliance a top priority when performing their duties.

CHAPTER 2. Basic Policy for Implementation and Operation of Compliance Organizations

Article 5 – (Compliance Committee)
  1. The company establishes a Compliance Committee (Hereafter referred to as the "Committee".) as an advisory body directly to the president to promote compliance.
  2. The operation of the committee shall be in accordance with the Compliance Committee Operating Guidelines, which are separately provided.
Article 6 – Compliance by Organizational Unit Managers
  1. Division managers, branch managers, department managers, general managers, office managers, and other organizational unit managers (“Organizational Unit Managers”) check and review the performance of the employees under their supervision from the standpoint of compliance and conduct appropriate management to prevent compliance violations.
  2. Organizational Unit Managers must work to improve awareness of compliance by providing employees under their supervision with the necessary advice and educational opportunities to ensure that the employees are aware of the laws and regulations related to their duties and are familiar with internal company regulations.
Article 7 – General Manager
  1. The Chief Compliance Officer is appointed by the President by resolution of the Board of Directors.
  2. The Chief Compliance Officer will be in charge of general compliance as the general manager of compliance (the “General Manager”) and is responsible for planning and implementing compliance-related measures.
  3. The General Manager has the authority to conduct investigations if there is a compliance violation or potential violation (an “actual or potential violation”) related to the Company’s business and can issue orders for suspension or improvement to the work in question.
Article 8 – Compliance Office
  1. The Company must establish a Compliance Office in Corporate Administration Department to coordinate and communicate compliance-related measures.
  2. The Compliance Office must report directly to the General Manager if it receives a report of an actual or potential violation.
Article 9 – Division Managers

  1. Division and department managers at the head office, branch managers at branches, and heads of sales offices and representative offices, as managers responsible for compliance (“Division Managers”), have the following obligations under the direction and supervision of the General Manager.

    1. Report to the General Manager and the Compliance Office if there are any actual or potential violations in the division, branch, or other related office
    2. Implement company-wide compliance measures in the division, branch office, or other related office
    3. Plan and implement compliance measures and training programs specific to the division, branch office, or other related office
    4. Plan and implement measures to prevent any reoccurrence if there are actual or potential violations in the division, branch office or other related office

  2. Under the direction and supervision of General Manager, Division Managers head has the following authority.

    1. Establishment, revision, or abolition of special department regulations pertaining to internal rules related to compliance
    2. Investigation and suspension and improvement orders in cases where there is a risk of violation, etc. with regard to the operations of the competent department or branch office, etc.
Article 10 – Compliance Promotion Manager
  1. Division Managers appoint one Compliance Promotion Manager from the M3 level or higher in their division, branch, or other office.
  2. The Compliance Promotion Manager promotes compliance in their divison, branch, or other office, under the direction and supervision of the Division Manager.
  3. The term of the Compliance Promotion Manager is two years (from April to the end of March two years later), and if there has been a transfer during that period, the new Compliance Promotion Manager will take over the term of his/her predecessor. Reappointment is not precluded.
  4. The Division Manager can appoint one or more Assistant Compliance Promotion Managers from the S4 level or below to assist the Compliance Promotion Manager. The preceding paragraph applies to their term of office.
Article 11 – Business Division Managers, etc.
  1. Business division managers, department managers and office managers (“Division Managers, etc.”) must report directly to the Division Manager and the Compliance Office of their organization if they receive a report from an employee under their supervision of an act that could constitute a violation related to the performance of duties, or if they themselves discover such an act.
  2. If a compliance violation occurs in the organization under their control, Division Managers, etc. must cooperate in the investigation of the cause by the Division Manager, and in planning and implementing measures to prevent a reoccurrence.
Article 12 – Consultations
  1. Corporate divisions and the General Affairs and Accounting departments of branches must respond to consultations regarding compliance on business-related matters from all employees, including seconded employees and temporary employees (“employees”) in the course of their work.
  2. The person who receives the consultation reports directly to the Division Manager with jurisdiction over the case or the Compliance Office if the nature of the consultation falls under an act that could constitute a violation.

CHAPTER 3: Response to Compliance-Related Reports and Consultations

Article 13 – Reports and Notifications
  1. Employees must report any compliance violations they discover to their supervisor.
  2. For reports of compliance violations in the preceding paragraph, if the problem is not resolved by the report to the supervisor, or if there are obstacles to resolving it, employees can make a report based on the separately prescribed Internal Reporting Rules.
Article 14 – Investigations
  1. The General Manager must conduct a fact-finding investigation on violations that were reported based on Articles 11 and 12, taking due care not to infringe on the human rights and reputation of the person(s) involved.
  2. The related Division Manager and related divisions must respond to investigation requests from the General Manager regarding the investigations outlined in the preceding paragraph.
  3. Investigations concerning internal reports in the preceding article must be conducted according to the separately prescribed Internal Reporting Rules.
Article 15 – Corrective Action
  1. If it is necessary to take corrective action or measures to prevent a reoccurrence, the General Manager will issue a corrective action order to the Division Manager.
  2. Division Manager who has received a corrective action order must promptly take the necessary actions then submit a report describing the state of their implementation to the General Manager.
  3. Corrective actions related to the internal reports in Article 13 are implemented according to the separately prescribed Internal Reporting Rules, in accordance with the preceding paragraphs.
Article 16 – Consideration for the People Making Reports and Consultations
  1. The General Manager, Organizational Unit Managers, and the related departments and Compliance Office must not release the name or other identifying information of an employee who makes a report (including an internal report) or consultation on a violation without the employee’s consent, and must take all necessary steps to ensure that the employee is not disadvantaged for making the report or consultation.
  2. The Company must take care to ensure that the employee concerned is not mistakenly believed to be disadvantaged in any way.
Article 17 – Punishment
  1. If the results of the investigation reveal a violation, the General Manager must report the details to the Compliance Committee.
  2. The Compliance Committee must confer on the report details of the previous paragraph, then report to the Human Resources Department if it judges that disciplinary action is warranted.
  3. The Human Resources Department must take disciplinary action with the consent of the President’s Office if it is judged that disciplinary action based on the rules of employment is warranted.
  4. The Company can file a complaint with the authorities against any person who commits a serious violation of laws or regulations.

CHAPTER 4: Compliance of Subsidiaries and Affiliated Companies

Article 18 – Subsidiaries
Business department, business division, and office managers must establish appropriate regulations at subsidiaries under their jurisdiction, taking into account the type and nature of the subsidiary’s business, and create a compliance system for each subsidiary at the same level as the parent company.
Article 19 – Affiliated Companies
Business department, business division, and office managers must establish appropriate regulations at the affiliated companies under their jurisdiction, taking into account the type and nature of the company’s business, and create a compliance system for each affiliated company at the same level as the parent company.

Supplementary Provisions

Article 20 – Revision and Abolition of Rules
  1. These rules are managed by the Compliance Office.
  2. Any revision or abolition of these rules must first be proposed by the General Manager, deliberated on by the Compliance Committee and Executive Committee, and carried out by a resolution of the Board of Directors. However, minor revisions can be made by the decision of the General Manager.

Revised April 1, 2023